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                                                                  [GENESCO LOGO]


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     (Mark One)                     FORM 10-K
                                                               
       [X]          Annual Report Pursuant To
                   Section 13 or 15(d) of the
              Securities Exchange Act of 1934
                    For the Fiscal Year Ended
                             February 3, 2001

       [ ]      Transition Report Pursuant To
                   Section 13 or 15(d) of the
              Securities Exchange Act of 1934

           Securities and Exchange Commission
                       Washington, D.C. 20549
                   Commission File No. 1-3083
                                                                     --------------------------------------------------------------
                                                                     GENESCO INC.
                                                                     A Tennessee Corporation
                                                                     I.R.S. No. 62-0211340
                                                                     Genesco Park
                                                                     1415 Murfreesboro Road
                                                                     Nashville, Tennessee 37217-2895
                                                                     Telephone 615/367-7000
                                                                     --------------------------------------------------------------
                                                                     SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT

                                                                                                              EXCHANGES ON WHICH
                                                                     TITLE                                      REGISTERED
                                                                     Common Stock, $1.00 par value            New York and Chicago
                                                                     Preferred Share Purchase Rights          New York and Chicago
                                                                     5 1/2% Convertible Subordinated
                                                                          Notes due 2005                      New York
                                                                     ---------------------------------------------------------------

                                                                     SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT
                                                                     Subordinated Serial Preferred Stock, Series 1
                                                                     Employees' Subordinated Convertible Preferred Stock
                                                                     ---------------------------------------------------------------
                                                                     Indicate by check mark if disclosure of delinquent
                                                                     filers pursuant to Item 405 of Regulation S-K is not
                                                                     contained herein, and will not be contained, to the
                                                                     best of registrant's knowledge, in definitive proxy
                                                                     or information statements incorporated by reference
                                                                     in Part III of this Form 10-K or any amendment to
                                                                     this Form 10-K. [ ]
                                                                     ---------------------------------------------------------------
                                                                     DOCUMENTS INCORPORATED BY REFERENCE Portions of the
                                                                     proxy statement for the June 27, 2001 annual meeting
                                                                     of shareholders are incorporated into Part III by
                                                                     reference.
                                                                     ---------------------------------------------------------------
                                                                     Indicate by check mark whether the registrant (1) has
                                                                     filed all reports required to be filed by Section 13
                                                                     or 15(d) of the Securities Exchange Act of 1934
                                                                     during the preceding 12 months and (2) has been
                                                                     subject to such filing requirements for the past 90
                                                                     days. Yes [X| No [ ]

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     Common Shares Outstanding April 27, 2001 - 21,901,895
     Aggregate market value on April 27, 2001 of the voting
     stock held by nonaffiliates of the registrant was
     approximately $604,000,000.


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                                TABLE OF CONTENTS



                                                                                    Page

                                     PART I

                                                                              
Item 1.      Business                                                                 3

Item 2.      Properties                                                               8

Item 3.      Legal Proceedings                                                        8

Item 4.      Submission of Matters to a Vote of Security Holders                     10

                                     PART II

Item 5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                                   13

Item 6.      Selected Financial Data                                                 14

Item 7.      Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                             15

Item 7A.     Quantitative and Qualitative Disclosures about Market Risk              28

Item 8.      Financial Statements and Supplementary Data                             29

Item 9.      Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure                                              68

                                     PART III

Item 10.     Directors and Executive Officers of the Registrant                      68

Item 11.     Executive Compensation                                                  68

Item 12.     Security Ownership of Certain Beneficial Owners and Management          68

Item 13.     Certain Relationships and Related Transactions                          70

                                     PART IV

Item 14.     Exhibits, Financial Statement Schedules and Reports
               on Form 8-K                                                           71



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                                     PART I


ITEM 1, BUSINESS
GENERAL
Genesco is a leading retailer and wholesaler of branded footwear with net sales
for Fiscal 2001 of $680.2 million. During Fiscal 2001, the Company operated five
reportable business segments (not including corporate): Journeys; Jarman,
comprised primarily of the Jarman and Underground Station retail footwear
chains; Johnston & Murphy, comprised of Johnston & Murphy retail stores, direct
marketing and wholesale distribution; Licensed Brands, comprised of Dockers and
Nautica Footwear; and Leather. The Company sold certain assets of its Volunteer
Leather business on June 19, 2000, and has discontinued all Leather segment
operations. The Company has also ended its license agreement with Nautica
Apparel, Inc. to market Nautica footwear effective January 31, 2001. The Company
will continue to sell Nautica-branded footwear for the first six months of
Fiscal 2002 in order to fill existing customer orders and sell existing
inventory. At February 3, 2001, the Company operated 836 retail stores and
leased footwear departments throughout the United States and Puerto Rico. It
currently plans to open a total of approximately 167 new retail stores in Fiscal
2002. At February 3, 2001, Journeys operated 425 stores; Jarman operated 207
stores, including 57 Underground Station stores; Johnston & Murphy operated 147
stores and factory stores and Nautica retail operated 57 leased departments.

The following table sets forth certain additional information concerning the
Company's retail stores and leased departments during the five most recent
fiscal years:



                                                  FISCAL     FISCAL     FISCAL     FISCAL     FISCAL
                                                   1997       1998       1999       2000       2001
                                                  ------     ------     ------     ------     ------
                                                                                  
Retail Stores and Leased Departments
   Beginning of year                                 434        475        561        674        679
     Opened during year                               55        102        162        113        181
     Closed during year                              (14)       (16)       (49)      (108)       (24)
                                                    ----       ----       ----       ----       ----
   End of year                                       475        561        674        679        836
                                                    ====       ====       ====       ====       ====


The Company also designs, sources, markets and distributes footwear under its
own and licensed brands, including Johnston & Murphy and Dockers, to more than
1,500 retail accounts in the United States, including a number of leading
department, discount, and specialty stores.

Reference to Fiscal 2001 refers to the Company's fiscal year ended February 3,
2001. Reference to Fiscal 2000 refers to the Company's fiscal year ended January
29, 2000. Reference to Fiscal 1999 refers to the Company's fiscal year ended
January 30, 1999. Reference to Fiscal 1998 refers to the Company's fiscal year
ended January 31, 1998. Reference to Fiscal 1997 refers to the Company's fiscal
year ended February 1, 1997. For further information on the Company's business
segments, see Note 18 to the Consolidated Financial Statements included in Item
8 and Management's Discussion and Analysis of Financial Condition and Results of
Operations. All information contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations which is referred to in Item 1 of
this report is incorporated by such reference in Item 1.


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This report contains forward-looking statements. Actual results may turn out
materially different from the expectations reflected in these statements. For a
discussion of some of the factors that may lead to different results, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

SEGMENTS

Journeys
The Journeys segment accounted for approximately 44% of the Company's net sales
in Fiscal 2001. Operating income attributable to Journeys was $41.9 million in
Fiscal 2001, with an operating margin of 13.9%. The Company believes its
innovative store formats, mix of well-known brands, new product introductions,
and experienced management team provide a significant competitive advantage.

At February 3, 2001, Journeys operated 425 stores, averaging approximately 1,500
square feet, throughout the United States and Puerto Rico, selling footwear for
young men and women.

Journeys added 102 net new stores in Fiscal 2001 and achieved a comparable store
sales increase of 12% from the prior fiscal year. Journeys stores, located
primarily in the Southeast, Midwest, California, Texas, and Puerto Rico, target
customers in the 12-19 year age group through the use of youth-oriented decor
and popular music videos. Journeys stores carry predominately branded
merchandise of other footwear companies across a spectrum of prices including
leading brand names such as Dr. Martens, Skechers, Timberland, adidas, Vans and
Steve Madden. From a base of 176 Journeys stores at the end of Fiscal 1998, the
Company opened 82 net new Journeys stores in Fiscal 1999, 65 net new stores in
Fiscal 2000 and 102 net new stores in Fiscal 2001 and plans to open
approximately 100 net new Journeys stores in Fiscal 2002.

The Company introduced a new concept, named "Journeys Kidz" in Fiscal 2001.
Journeys Kidz is an offshoot of Journeys and is aimed at the "tween" customer,
ages five to 12. Journeys Kidz stores will carry predominately branded
merchandise of other footwear companies including leading brand names such as
Dr. Martens, Skechers, Timberland, adidas and Converse. The Company has opened
four Journeys Kidz stores in the first quarter of Fiscal 2002. The Company plans
to open approximately 12 Journeys Kidz stores in Fiscal 2002.

Jarman
The Jarman segment accounted for approximately 16% of the Company's net sales in
Fiscal 2001. Operating income attributable to Jarman was $8.4 million in Fiscal
2001, with an operating margin of 7.6%.

At February 3, 2001, Jarman operated 207 stores, including 57 Underground
Station stores, averaging approximately 1,400 square feet, throughout the United
States, selling footwear primarily for men.

Jarman achieved a comparable store sales increase of 6% from the prior fiscal
year. Jarman stores are located primarily in urban and suburban areas in the
Southeast and Midwest, target male consumers in the 20-35 age group and sell
footwear in the mid-price range ($50 to $100). The Jarman stores which operate
under the name Underground Station are located primarily in urban


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areas. For Fiscal 2001, most of the footwear sold in Jarman stores was branded
merchandise of national brands other than the Company's, with the remainder made
up of Genesco and private label brands. The product mix at each Jarman store is
tailored to match local customer preferences and competitive dynamics. The
Company opened 46 net new Jarman stores, including 36 net new Underground
Station stores, in Fiscal 2001, increasing the total number of stores to 207.
The Company plans to open approximately 37 net new Jarman stores in Fiscal 2002,
including approximately 52 net new Underground Station stores. Going forward,
the Company will not open any new Jarman stores. All new store openings in this
segment will be Underground Station stores and many of the existing Jarman
stores will be converted to Underground Station stores.

Johnston & Murphy
The Johnston & Murphy segment accounted for approximately 28% of the Company's
net sales in Fiscal 2001. Operating income attributable to Johnston & Murphy was
$24.6 million in Fiscal 2001, with an operating margin of 13.1%. All of the
Johnston & Murphy wholesale sales are of the Genesco-owned Johnston & Murphy
brand and approximately 90% of the Johnston & Murphy retail sales are of
Genesco-owned brands.

At February 3, 2001, Johnston & Murphy operated 147 retail stores and factory
stores, averaging approximately 1,425 square feet, throughout the United States
selling footwear for men.

Johnston & Murphy Wholesale Operations. In its nearly 150-year history as a
high-quality men's footwear label, Johnston & Murphy has come to symbolize
superior craftsmanship, quality materials, and classic styling. The Company has
taken these brand attributes to the growing casual lifestyle market by expanding
the product line to include a wide selection of dress casual and casual styles.
The Company has also introduced a line of contemporary, European-influenced
dress and dress casual footwear. In addition to sales through Company-owned
Johnston & Murphy retail shops and factory stores, Johnston & Murphy footwear is
sold primarily through better department and independent specialty stores.

Johnston & Murphy Retail Operations. Johnston & Murphy retail shops are located
primarily in better malls nationwide and sell a broad range of men's dress and
casual footwear and accessories. Johnston & Murphy stores target business and
professional consumers primarily between the ages of 25 and 54. Retail prices
for Johnston & Murphy footwear generally range from $130 to $240. To capitalize
upon the trend toward more casual business attire, Johnston & Murphy retail
shops have increased their selection of casual and dress casual products, which
accounted for 55% of total Johnston & Murphy retail sales in Fiscal 2001. The
Company has been repositioning the brand to appeal to a broader market and
estimates it has lowered the average age of the Johnston & Murphy customer by
ten years since the initiative was launched. Johnston & Murphy comparable store
sales were up 3% from the prior fiscal year.

Licensed Brands
The Licensed Brands segment accounted for approximately 12% of the Company's net
sales in Fiscal 2001. Operating income attributable to Licensed Brands was $4.7
million in Fiscal 2001, with an operating margin of 5.8%. Substantially all of
the Licensed Brands sales are of footwear marketed under brands for which
Genesco has an exclusive footwear license. See "Trademarks and Licenses."


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Dockers. In 1991, Levi Strauss & Co. granted the Company the exclusive license
to market men's footwear under the Dockers brand name in the United States. The
Dockers brand name is well recognized in the men's casual fashion industry. The
Company uses the Dockers brand name to market a line of comfortable,
moderately-priced, casual lifestyle footwear. Dockers footwear is marketed
through many of the same national retail chains that carry Dockers slacks and
sportswear. Suggested retail prices for Dockers footwear generally range from
$50 to $84.

Nautica. The Company ended its license agreement with Nautica Apparel, Inc. to
market Nautica footwear effective January 31, 2001. For additional information
on Nautica, see Note 2 to the Consolidated Financial Statements included in Item
8 and "Management's Discussion and Analysis of Financial Condition and Results
of Operations."

Leather
During Fiscal 2001, the Company sold certain assets of its Volunteer Leather
business and discontinued all Leather segment operations. For additional
information on the Leather segment, see Note 2 to the Consolidated Financial
Statements included in Item 8 and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

MANUFACTURING AND SOURCING
The Company relies primarily on independent third-party manufacturers for
production of its footwear products. The Company sources footwear products from
foreign manufacturers located in China, Italy, Mexico, Brazil, Indonesia, Taiwan
and the United Kingdom. During Fiscal 2001, Genesco manufactured Johnston &
Murphy footwear in one facility in Nashville, Tennessee, but shoes manufactured
in the Johnston & Murphy factory have not accounted for a significant portion of
its sales of footwear products.

COMPETITION
Competition is intense in the footwear industry. The Company's retail footwear
competitors range from small, locally owned shoe stores to regional and national
department stores, discount stores, and specialty chains. The Company competes
with hundreds of footwear wholesale and manufacturing operations in the United
States and throughout the world, most of which are relatively small, specialized
operations, but some of which are large, more diversified companies. Some of the
Company's competitors have certain resources that are not available to the
Company. The Company's success depends upon its ability to remain competitive
with respect to the key factors of style, price, quality, comfort, brand
loyalty, and customer service. The location and atmosphere of the Company's
retail stores is an additional competitive factor for the Company's retail
operations. Any failure by the Company to remain competitive with respect to
such key factors could have a material adverse effect on the Company's business,
financial condition, or results of operations.

TRADEMARKS AND LICENSES
The Company owns its Johnston & Murphy footwear brand. The Nautica and Dockers
brand footwear lines, introduced in Fiscal 1993, are sold under license
agreements. The Nautica license agreement was cancelled effective January 31,
2001. The Dockers license agreement expires on December 31, 2004 with an option
to renew through December 31, 2008. Net sales of Nautica and Dockers products
were approximately $82 million in Fiscal 2001 and approximately $75 million in


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Fiscal 2000. The Company licenses certain of its footwear brands, mostly in
foreign markets. License royalty income was not material in Fiscal 2001.

RAW MATERIALS
Genesco is not dependent upon any single source of supply for any major raw
material. In Fiscal 2001 the Company experienced no significant shortages of raw
materials in its principal businesses. The Company considers its available raw
material sources to be adequate, although the effects of disruptions because of
foot and mouth, "Mad Cow" and other diseases affecting cattle or of other
unforeseen disruptions are unpredictable. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

BACKLOG
Most of the Company's orders are for delivery within 90 days. Therefore, the
backlog at any one time is not necessarily indicative of future sales for an
extended period of time. As of March 31, 2001, the Company's wholesale
operations had a backlog of orders, including unconfirmed customer purchase
orders, amounting to approximately $35.0 million, compared to approximately
$27.2 million on March 25, 2000. The backlog is somewhat seasonal, reaching a
peak in spring. The Company maintains in-stock programs for selected anticipated
high volume sales.

EMPLOYEES
Genesco had approximately 4,700 employees at February 3, 2001, approximately
4,610 of whom were employed in footwear and 90 in corporate staff departments.
Retail footwear stores employ a substantial number of part-time employees during
peak selling seasons and approximately 2,065 of the Company's employees were
part-time during such seasons.

PROPERTIES
At February 3, 2001, the Company operated 836 retail stores and leased
departments throughout the United States and Puerto Rico. New shopping center
store leases typically are for a term of approximately 10 years and new factory
outlet leases typically are for a term of approximately five years. Both
typically provide for rent based on a percentage of sales against a fixed
minimum rent based on the square footage leased. The Company's leased
departments are operated under agreements which are generally terminable by
department stores upon short notice.

The Company operates one manufacturing facility (which is leased) and four
warehousing facilities (two of which are owned and two of which are leased)
aggregating approximately 795,000 square feet. All of the facilities are located
in Tennessee. The Company's executive offices and the offices of its footwear
operations, which are leased, are in Nashville, Tennessee where Genesco occupies
approximately 60% of a 295,000 square foot building.

Leases on the Company's Nashville, Tennessee, plant, offices, and warehouses
expire in 2007, including renewal options. The Company believes that all leases
(other than the long-term Nashville leases) of properties that are material to
its operations may be renewed on terms not materially less favorable to the
Company than existing leases.

ENVIRONMENTAL MATTERS
The Company's manufacturing operations are subject to numerous federal, state,
and local laws and regulations relating to human health and safety and the
environment. These laws and regulations address and regulate, among other
matters, wastewater discharge, air quality and the generation, handling,
storage, treatment, disposal, and transportation of solid and hazardous wastes
and releases of hazardous substances into the environment. In addition, third
parties and governmental agencies


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in some cases have the power under such laws and regulations to require
remediation of environmental conditions and, in the case of governmental
agencies, to impose fines and penalties. The Company makes capital expenditures
from time to time to stay in compliance with applicable laws and regulations.
Several of the facilities owned or operated by the Company (currently or in the
past) are located in industrial areas and have historically been used for
extensive periods for industrial operations such as tanning, dyeing, and
manufacturing. Some of these operations used materials and generated wastes that
would be considered regulated substances under current environmental laws and
regulations. The Company currently is involved in several administrative and
judicial environmental proceedings relating to the Company's former and current
facilities. See "Legal Proceedings."

ITEM 2, PROPERTIES
See Item 1.


ITEM 3, LEGAL PROCEEDINGS
New York State Environmental Proceedings
The Company is a defendant in a civil action filed by the State of New York
against the City of Gloversville, New York, and 33 other private defendants. The
action arose out of the alleged disposal of certain hazardous material directly
or indirectly into a municipal landfill and seeks recovery under a federal
environmental statute and certain common law theories for the costs of
investigating and performing remedial actions and damage to natural resources.
The environmental authorities have selected a plan of remediation for the site
with a total estimated cost of approximately $12.0 million. The Company was
allocated liability for a 1.31% share of the remediation cost in non-binding
mediation with other defendants and the State of New York. The State has offered
to release the Company from further liability related to the site in exchange
for payment of its allocated share plus a small premium, and the Company has
accepted. Assuming the settlement is completed as proposed, the Company believes
it has fully provided for its liability in connection with the site.

The Company has received notice from the New York State Department of
Environmental Conservation (the "Department") that it deems remedial action to
be necessary with respect to certain contaminants in the vicinity of a knitting
mill operated by a former subsidiary of the Company from 1965 to 1969, and that
it considers the Company a potentially responsible party. In August 1997, the
Department and the Company entered into a consent order whereby the Company
assumed responsibility for conducting a remedial investigation and feasibility
study ("RIFS") and implementing an interim remediation measure with regard to
the site, without admitting liability or accepting responsibility for any future
remediation of the site. In conjunction with the consent order, the Company
entered into an agreement with the owner of the site providing for a release
from liability for property damage and for necessary access to the site, for
payments totaling $400,000. The Company estimates that the cost of conducting
the RIFS and implementing the interim remedial measure will be in the range of
$2.2 million to $2.6 million. The Company believes that it has adequately
reserved for the costs of conducting the RIFS and implementing the interim
remedial measure contemplated by the consent order, but there is no assurance
that the consent order will ultimately resolve the matter. The Company has not
ascertained what responsibility, if any, it has for any contamination in
connection with the facility or what other parties may be liable in that
connection and is unable to predict whether its liability, if any, beyond


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that voluntarily assumed by the consent order will have a material effect on its
financial condition or results of operations.

Whitehall Environmental Sampling
Pursuant to a work plan approved by the Michigan Department of Environmental
Quality ("MDEQ") the Company has performed sampling and analysis of soil,
sediments, surface water, groundwater and waste management areas at the
Company's Volunteer Leather Company facility in Whitehall, Michigan. On June 29,
1999, the Company submitted a remedial action plan (the "Plan") for the site to
MDEQ. The Plan proposed no direct remedial action with respect to soils at the
site, which are in compliance with applicable regulatory standards, or lake
sediments, which the Company believes do not pose a threat to human health or
the environment and do not violate any applicable regulatory standard. The Plan
included the filing of certain restrictive covenants encumbering the tannery
property to prevent activities disturbing the lake sediments and uses of the
property inconsistent with the applicable regulatory standards. The Company,
with the approval of MDEQ, previously installed horizontal wells to capture
groundwater from a portion of the site and treat it by air sparging. The Plan
proposed continued operation of this system for an indefinite period and
monitoring of groundwater samples to ensure that the system is functioning as
intended. The Plan is subject to MDEQ approval. In December 1999, MDEQ responded
to the Plan with a request for further information.

On June 30, 1999, the City of Whitehall filed an action against the Company in
the circuit court for the City of Muskegon alleging that the Company's and its
predecessors' past wastewater management practices have adversely affected the
environment, and seeking injunctive relief under Parts 17 and 201 of the
Michigan Natural Resources Environmental Protection Act ("MNREPA") to require
the Company to correct the alleged pollution. Further, the City alleges
violations of City ordinances prohibiting blight and litter, and that the
Whitehall Volunteer Leather plant constitutes a public nuisance. The Company
filed an answer denying the material allegations of the complaint and asserting
affirmative defenses and counterclaims against the City. The Company also moved
to join the State of Michigan as a party to the action, since it has primary
responsibility for administration of the environmental statutes underlying most
of the City's claims. The State moved to dismiss the Company's action against it
and to intervene in the case on a limited basis, seeking declaratory and
injunctive relief regarding the restrictive covenants on the property, the
State's jurisdiction under MNREPA Part 201 and its right of access to the
property. On May 5, 2000, the court dismissed the Company's action against the
State; the cross actions between the City and the Company remain.

In connection with its decision during the second quarter of Fiscal 2001 to exit
the leather business and to shut down the Whitehall facility, the Company
formally proposed a compromise remediation plan (the "Compromise Proposal"),
including limited sediment removal and additional upland remediation to bring
the property into compliance with regulatory standards for non-industrial uses.
The Company estimated that the Compromise Proposal would include incremental
costs of approximately $2.2 million, which were fully provided for during the
quarter.

If the Compromise Proposal is approved and the litigation's outcome does not
require additional remediation of the site, the Company does not expect
remediation to have a material impact on its financial condition or results of
operations. However, there can be no assurance that the Compromise Proposal will
be approved, and the Company is unable to predict whether any further


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remediation that may ultimately be required will have a material effect on its
financial condition or results of operations.

Whitehall Accident
On June 4, 1999, a truck driver working under contact with a carrier for a
chemical vendor died after inhaling a toxic vapor produced when he deposited a
chemical compound that he was delivering to the Company's Whitehall, Michigan
leather tannery into a tank containing another chemical solution. Regulatory
authorities, including the National Transportation Safety Board and the Michigan
Occupational Safety and Health Administration, investigated the incident. The
Michigan agency issued six citations alleging regulatory infractions identified
in the course of a general compliance review following the accident. Proposed
monetary penalties associated with the citations total $15,100. The Company
contested the citations; ultimately, the monetary penalties were reduced to
$7,600, which the Company has paid. On March 14, 2000, the estate of the
deceased truck driver brought an action against the Company in Michigan state
court alleging that the Company's negligent acts and omissions caused his death
and seeking unspecified damages. In February 2001, the Company reached a
settlement of the action, which was funded by insurance. The Company does not
expect any additional material effects related to the accident.

Threatened Contribution Claim
The Company has been advised by the current owner of an adhesives manufacturing
business formerly owned by the Company that the owner has been named a
third-party defendant in a suit brought under CERCLA relating to an Alabama
solvent recycling facility allegedly used by the business. According to the
owner, it would in turn seek contribution from the Company against any portion
of its liability arising out of the Company's operation of the business prior to
its 1986 divestiture. The current owner has advised the Company that available
information on volumes of contaminants at the site indicates that the entire
share of liability related to the adhesives business is de minimis, not likely
to exceed $50,000. Based on information concerning its relative contribution of
wastes to the site the Company has agreed to accept approximately 40% of up to
$50,000 in liability imposed on the adhesives business and the current owner and
one other former owner have agreed to accept the balance of such liability up to
$50,000. The Company does not expect this threatened claim to have a material
adverse effect on its financial condition or results of operations.

ITEM 4, SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter of Fiscal 2001.


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EXECUTIVE OFFICERS OF GENESCO
The officers of the Company are generally elected at the first meeting of the
board of directors following the annual meeting of shareholders and hold office
until their successors have been chosen and qualify. The name, age and office of
each of the Company's executive officers and certain information relating to the
business experience of each are set forth below:

BEN T. HARRIS, 57, Chairman and Chief Executive Officer of Genesco. Mr. Harris
joined the Company in 1967 and in 1980 was named manager of the leased
department division of the Jarman Shoe Company. In 1991, he was named president
of the Jarman Shoe Company and in 1995 was named president of Retail Footwear,
which included the Jarman Shoe Company, Journeys, Boot Factory and General Shoe
Warehouse. Mr. Harris was named executive vice president - operations in January
1996. He was named president and chief operating officer and a director of the
Company as of November 1, 1996 and was named chief executive officer as of
February 1, 1997. Mr. Harris was named chairman as of November 4, 1999.

HAL N. PENNINGTON, 63, President and Chief Operating Officer. Mr. Pennington has
served in various roles during his 39 year tenure with Genesco. He was vice
president-wholesale for Johnston & Murphy from 1990 until his appointment as
president of Dockers Footwear in August 1995. He was named president of Johnston
& Murphy in February 1997 and named senior vice president in June 1998. Mr.
Pennington was named executive vice president, chief operating officer and a
director of the Company as of November 4, 1999. Mr. Pennington was named
president of the Company as of November 1, 2000. He will assume responsibility
for operational support functions including human resources and information
systems, in addition to his existing oversight of the Company's operating
divisions.

JAMES S. GULMI, 55, Senior Vice President - Finance and Chief Financial Officer.
Mr. Gulmi was employed by Genesco in 1971 as a financial analyst, appointed
assistant treasurer in 1974 and named treasurer in 1979. He was elected a vice
president in 1983 and assumed the responsibilities of chief financial officer in
1986. He was again elected treasurer in February 1995. Mr. Gulmi was appointed
senior vice president - finance in January 1996.

JAMES W. BOSCAMP, 51, Senior Vice President. Mr. Boscamp joined the Company in
1991 as president of Nautica Footwear. He was appointed senior vice president of
the Company in January 1996. He was appointed president of Jarman, overseeing
the Jarman retail chain, in March 1999. Before joining the Company, Mr. Boscamp
was executive vice president, marketing at Munsingwear.

JAMES C. ESTEPA, - 49, Senior Vice President. Mr. Estepa joined the Company in
1985 and in February 1996 was named vice president operations of Genesco Retail,
which included the Jarman Shoe Company, Journeys, Boot Factory and General Shoe
Warehouse. Mr. Estepa was named senior vice president operations of Genesco
Retail in June 1998. He was named president of Journeys in March 1999. Mr.
Estepa was named senior vice president of the Company in April 2000.


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JOHN W. CLINARD, 53, Vice President - Administration and Human Resources. Mr.
Clinard has served in various human resources capacities during his 28 year
tenure with Genesco. He was named vice president - human resources in June 1997.
He was named vice president administration and human resources in November 2000.

ROGER G. SISSON, 37, Secretary and General Counsel. Mr. Sisson joined the
Company in January 1994 as assistant general counsel and was elected secretary
in February 1994. He was named general counsel in January 1996. Before joining
the Company, Mr. Sisson was associated with the firm of Boult, Cummings, Conners
& Berry for approximately six years.

MATTHEW N. JOHNSON, 36, Treasurer. Mr. Johnson joined the Company in April 1993
as manager, corporate finance and was elected assistant treasurer in December
1993. He was elected treasurer in June 1996. Prior to joining the Company, Mr.
Johnson was a vice president in the corporate and institutional banking division
of The First National Bank of Chicago.

PAUL D. WILLIAMS, 46, Chief Accounting Officer. Mr. Williams joined the Company
in 1977, was named director of corporate accounting and financial reporting in
1993 and chief accounting officer in April 1995.


                                       12
   13

                                     PART II

ITEM 5, MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The Company's common stock is listed on the New York Stock Exchange (Symbol:
GCO) and the Chicago Stock Exchange. The following table sets forth for the
periods indicated the high and low sales prices of the common stock as shown in
the New York Stock Exchange Composite Transactions listed in the Wall Street
Journal.




Fiscal Year ended January 29
                                                           High                                      Low
                                                         ----------                               ----------
                                                                                         
2000    1st Quarter                                        12                                       7 1/16
        2nd Quarter                                        15                                      10 5/8
        3rd Quarter                                        13 5/8                                  10 1/16
        4th Quarter                                        14                                       9

Fiscal Year ended February 3

2001    1st Quarter                                        14 1/4                                   8 1/4
        2nd Quarter                                        18                                      12 1/4
        3rd Quarter                                        18 1/2                                  13 7/16
        4th Quarter                                        26 1/2                                  15 3/4


There were approximately 6,200 common shareholders of record on February 3,
2001.

See Notes 10 and 12 to the Consolidated Financial Statements included in Item 8
for information regarding restrictions on dividends and redemptions of capital
stock.


                                       13
   14

ITEM 6, SELECTED FINANCIAL DATA

FINANCIAL SUMMARY



                                                                                                                FISCAL YEAR END
IN THOUSANDS EXCEPT PER COMMON SHARE DATA,                          -----------------------------------------------------------
FINANCIAL STATISTICS AND OTHER DATA                                   2001         2000         1999        1998         1997
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
RESULTS OF OPERATIONS DATA
Net sales                                                           $680,166     $553,032    $532,164     $506,889     $426,565
Depreciation and amortization                                         13,200       10,514       9,691        8,893        7,747
Earnings before interest and taxes                                    60,187       46,969      37,101       16,396       15,761
Pretax earnings                                                       52,987       40,982      30,490        7,534        7,020
Earnings before discontinued operations and
   extraordinary loss                                                 32,831       25,335      54,558        7,494        7,442
Discontinued operations                                               (3,233)         587         815        1,326        2,962
Loss on early retirement of debt (net of tax)                            -0-          -0-       2,245          169          -0-
-------------------------------------------------------------------------------------------------------------------------------
Net earnings                                                        $ 29,598     $ 25,922    $ 53,128     $  8,651     $ 10,404
===============================================================================================================================
PER COMMON SHARE DATA
Earnings before discontinued operations and
   extraordinary loss
     Basic                                                          $   1.51     $   1.12    $   2.13     $    .28     $    .29
     Diluted                                                            1.35         1.03        1.87          .27          .28
Discontinued operations
     Basic                                                              (.15)         .03         .03          .05          .12
     Diluted                                                            (.12)         .02         .03          .05          .12
Extraordinary loss
     Basic                                                               .00          .00        (.09)         .00          .00
     Diluted                                                             .00          .00        (.07)        (.01)         .00
Net earnings
     Basic                                                              1.36         1.14        2.07          .33          .41
     Diluted                                                            1.23         1.05        1.83          .31          .39
===============================================================================================================================
BALANCE SHEET DATA
Total assets                                                        $352,163     $301,165    $307,198     $246,817     $221,654
Long-term debt                                                       103,500      103,500     103,500       75,000       75,000
Capital leases                                                            28           34          36          279        1,485
Non-redeemable preferred stock                                         7,721        7,882       7,918        7,945        7,944
Common shareholders' equity                                          130,504      100,360     108,661       64,019       45,846
Additions to plant, equipment and capital leases                      34,735       22,312      23,512       24,725       14,640
===============================================================================================================================
FINANCIAL STATISTICS
Earnings before interest and taxes as a percent of net sales             8.8%         8.5%        7.0%         3.2%         3.7%
Book value per share                                                $   6.02     $   4.73    $   4.56     $   2.43     $   1.82
Working capital                                                     $144,926     $138,007    $155,778     $119,313     $108,795
Current ratio                                                            2.5          2.8         3.1          2.6          2.6
Percent long-term debt to total capitalization                          42.8%        48.9%       47.0%        51.1%        58.7%
===============================================================================================================================
OTHER DATA (END OF YEAR)
Number of retail outlets*                                                836          679         674          587          504
Number of employees                                                    4,700        4,250       3,650        4,300        4,050
===============================================================================================================================


*Includes 78 Jarman Leased departments in Fiscal 1999 which were divested during
the first quarter of Fiscal 2000 and 26 Boot Factory stores in Fiscal 1998 and
29 Boot Factory stores in Fiscal 1997 which were divested during the second
quarter of Fiscal 1999. Also includes Nautica Retail leased departments of 57,
47, 24 and 4 in Fiscal 2001, 2000, 1999 and 1998, respectively.

Reflected in the earnings for Fiscal 1999 was a tax benefit of $24.1 million.
See Note 13 to the Consolidated Financial Statements for additional information.

Reflected in the earnings for Fiscal 2001, 1999, 1998 and 1997 were
restructuring and other charges of $4.4 million, ($2.4) million, $17.7 million
and $1.7 million, respectively. See Note 2 to the Consolidated Financial
Statements for additional information regarding these charges. Also reflected in
the earnings for Fiscal 1997 was a $6.7 million litigation settlement.

Long-term debt and capital leases include current payments. On April 9, 1998,
the Company issued $103.5 million of 5 1/2% convertible subordinated notes due
2005. The Company used $80 million of the proceeds to repay all of its 10 3/8%
senior notes including interest and expenses incurred in connection therewith.

The Company has not paid dividends on its Common Stock since 1973. See Note 12
to the Consolidated Financial Statements for a description of limitations on the
Company's ability to pay dividends.


                                       14
   15

ITEM 7, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This discussion and the notes to the Consolidated Financial Statements include
certain forward-looking statements. Actual results could differ materially from
those reflected by the forward-looking statements in this discussion and a
number of factors may adversely affect future results, liquidity and capital
resources. These factors include changes in consumer demand or tastes that
affect sales at retail or wholesale, changes in buying patterns by significant
wholesale customers and risks associated with a softening economy, including
erosion of revenues or margins caused by weakening consumer demand and
deterioration in the collectibility of trade accounts receivable. These factors
also include disruptions in product supply or distribution, including
disruptions or price increases in the leather market related to foot and mouth
or other cattle diseases, changes in business strategies by the Company's
competitors, the Company's ability to open or convert, staff and support
additional retail stores on schedule and at acceptable expense levels, failure
of new retail ventures to meet expectations and the outcome of litigation and
environmental matters and the adequacy of related reserves, including those
discussed in Note 17 to the Consolidated Financial Statements. Although the
Company believes it has an appropriate business strategy and the resources
necessary for its operations, future revenue and margin trends cannot be
reliably predicted and the Company may alter its business strategies to address
changing conditions.

SIGNIFICANT DEVELOPMENTS

Nautica Footwear License Cancellation

The Company entered into an agreement with Nautica Apparel, Inc. to end its
license to market footwear under the Nautica label, effective January 31, 2001.
The Company will continue to sell Nautica - branded footwear for the first six
months of Fiscal 2002 in order to fill existing customer orders and sell
existing inventory.

In connection with the termination of the Nautica Footwear license agreement,
the Company recorded a pretax charge to earnings of $4.4 million ($2.7 million
net of tax) in the fourth quarter of Fiscal 2001. The charge includes
contractual obligations to Nautica Apparel for the license cancellation and
other costs, primarily severance. Included in the charge is a $1.0 million
inventory write-down which is reflected in gross margin on the income statement.
All of these costs are expected to be incurred in the next twelve months.

Volunteer Leather Divestiture

On May 22, 2000, the Company's board of directors approved a plan to sell its
Volunteer Leather finishing business and liquidate its tanning business, to
allow the Company to be more focused on the retailing and marketing of branded
footwear.

Certain assets of the Volunteer Leather business were sold on June 19, 2000. The
plan resulted in a pretax charge to second quarter earnings of $4.9 million
($3.0 million net of tax). Because Volunteer Leather constitutes the entire
Leather segment of the Company's business, the charge to earnings is treated for
financial reporting purposes as a provision for discontinued operations.

The provision for discontinued operations included $1.3 million in asset
write-downs and $3.6 million of other costs, of which $2.3 million are expected
to be incurred in the next twelve months. As of February 3, 2001, $1.1 million
of such other costs had been incurred. Other costs include primarily


                                       15
   16

employee severance and facility shutdown costs. The approximately $1.3 million
of other costs expected to be incurred beyond twelve months are classified as
long-term liabilities in the consolidated balance sheet. The Volunteer Leather
business employed approximately 160 people.

Share Repurchase Program

In total, the Company's board of directors has authorized the repurchase of 6.8
million shares of the Company's common stock since the third quarter of Fiscal
1999. This total includes the authorization in February of 2000 of an additional
1.0 million shares. The purchases may be made on the open market or in privately
negotiated transactions. As of February 3, 2001, the Company had repurchased 6.4
million shares at a cost of $60.5 million pursuant to all authorizations.

Workforce Reduction

In connection with the exit of the western boot business and the closing of the
Jarman Leased departments, the Company reviewed the structure and level of
staffing in all of its operations during the third and fourth quarters of Fiscal
1999. Upon completion of the review, the Company recorded a $1.3 million charge
to earnings, included in selling and administrative expenses, during the fourth
quarter of Fiscal 1999 for a workforce reduction of 66 positions, of which
substantially all were eliminated by January 29, 2000. Twenty-six of the
positions eliminated related to the Jarman Leased departments business, with the
remainder being primarily employed at corporate headquarters.

BUSINESS SEGMENTS

The Company currently operates four reportable business segments (not including
corporate): Journeys; Jarman, comprised primarily of the Jarman and Underground
Station retail footwear chains; Johnston & Murphy, comprised of Johnston &
Murphy retail stores, direct marketing and wholesale distribution; and Licensed
Brands, comprised of Dockers and Nautica Footwear. The Company has ended the
license agreement with Nautica Apparel, Inc. to market Nautica footwear
effective January 31, 2001. In Fiscal 2000 the Company operated the Other Retail
segment, comprised of General Shoe Warehouse and the Jarman Leased departments,
both of which were closed in Fiscal 2000. The Company also operated the Leather
segment in Fiscal 2000 and some of Fiscal 2001. The Company sold certain assets
of its Volunteer Leather business on June 19, 2000 and has discontinued all
Leather segment operations.

RESULTS OF OPERATIONS - FISCAL 2001 COMPARED TO FISCAL 2000

The Company's net sales for Fiscal 2001 (53 weeks) increased 23.0% to $680.2
million from $553.0 million in Fiscal 2000 (52 weeks). Total retail sales
attributable to the extra week were $9.4 million. Excluding net sales
attributable to the divested Other Retail business from last year, the Company's
net sales increased 25.0% to $680.2 million in Fiscal 2001 from $544.2 million
in Fiscal 2000. Gross margin increased 25.9% to $322.5 million in Fiscal 2001
from $256.3 million in Fiscal 2000 and increased as a percentage of net sales
from 46.3% to 47.4%. Selling and administrative expenses in Fiscal 2001
increased 23.7% from Fiscal 2000 and increased as a percentage of net sales from
37.8% to 38.1%. Selling and administrative expenses were reduced $1.4 million in
Fiscal 2001, reflecting a reduction in pension expense to $0.3 million from $1.7
million in Fiscal 2000. Explanations of the changes in results of operations are
provided by business segment in discussions following these introductory
paragraphs.


                                       16
   17

Earnings before income taxes and discontinued operations ("pretax earnings") for
Fiscal 2001 were $53.0 million compared to $41.0 million for Fiscal 2000. Pretax
earnings for Fiscal 2001 included a restructuring charge of $4.4 million related
to the termination of the Nautica Footwear license.

Net earnings for Fiscal 2001 were $29.6 million ($1.23 diluted earnings per
share) compared to $25.9 million ($1.05 diluted earnings per share) for Fiscal
2000. Net earnings for Fiscal 2001 included a $3.0 million ($.11 diluted
earnings per share) charge to earnings (net of tax) related to the divestiture
of the Company's Volunteer Leather business. Net earnings for Fiscal 2000
include a gain from discontinued operations, net of tax, of $0.6 million ($0.02
diluted earnings per share). The Company recorded an effective federal income
tax rate of 38.0% for Fiscal 2001.

Journeys



                                                                          Fiscal Year Ended
                                                                      --------------------------          %
                                                                          2001           2000          Change
                                                                      -----------    -----------       ------
                                                                        (dollars in thousands)
                                                                                              
         Net sales...............................................     $  300,758     $  215,318         39.7%
         Operating income........................................     $   41,869     $   29,719         40.9%
         Operating margin........................................           13.9%          13.8%


Reflecting both a 30% increase in average Journeys stores operated (i.e., the
sum of the number of stores open on the first day of the fiscal year and the
last day of each fiscal month during the year divided by thirteen) and a 12%
increase in comparable store sales, net sales from Journeys increased 39.7% for
Fiscal 2001 compared to Fiscal 2000. The average price per pair of shoes
increased 1% in Fiscal 2001, primarily reflecting changes in product mix, and
unit sales increased 38% during the same period. The store count for Journeys
was 425 stores at the end of Fiscal 2001 compared to 323 stores at the end of
Fiscal 2000.

Journeys' operating income for Fiscal 2001 increased 40.9% to $41.9 million
compared to $29.7 million for Fiscal 2000. The increase was due to increased
sales from both store openings and a comparable store sales increase and
increased gross margin as a percentage of sales.

Jarman



                                                                          Fiscal Year Ended
                                                                      --------------------------          %
                                                                          2001           2000          Change
                                                                      -----------    -----------       ------
                                                                        (dollars in thousands)
                                                                                              
         Net sales...............................................      $  109,791     $  86,897         26.3%
         Operating income........................................      $    8,395     $   4,336         93.6%
         Operating margin........................................             7.6%          5.0%


Primarily due to a 17% increase in average stores operated and a 6% increase in
comparable store sales, net sales from the Jarman division (including
Underground Station stores) increased 26.3% for Fiscal 2001 compared to Fiscal
2000. The increase in sales and comparable store sales was driven primarily by
Underground Station stores. The average price per pair of shoes increased 2% in
Fiscal 2001, primarily reflecting changes in product mix, and unit sales
increased 22% during the same period. Jarman operated 207 stores at the end of
Fiscal 2001, including 57 Underground Station stores. Going forward, the Company
will not open any new Jarman stores. All new store openings in


                                       17
   18

this segment will be Underground Station stores, and many of the existing Jarman
stores will be converted to Underground Station stores. It had operated 161
stores at the end of Fiscal 2000, including 21 Underground Station stores.

Jarman operating income for Fiscal 2001 was $8.4 million compared to $4.3
million for Fiscal 2000 and increased as a percent of sales to 7.6% from 5.0% in
Fiscal 2000. The increase was due to increased sales and increased gross margin
in dollars and as a percentage of sales, due primarily to changes in product
mix, and to decreased expenses as a percentage of sales.

Johnston & Murphy



                                                                          Fiscal Year Ended
                                                                      --------------------------          %
                                                                          2001           2000          Change
                                                                      -----------    -----------       ------
                                                                        (dollars in thousands)
                                                                                              
         Net sales...............................................     $  188,060      $  167,459        12.3%
         Operating income........................................     $   24,636      $   22,187        11.0%
         Operating margin........................................           13.1%           13.2%


Johnston & Murphy net sales increased 12.3% to $188.1 million for Fiscal 2001
from $167.5 million for Fiscal 2000. Johnston & Murphy retail sales increased
14%. The increase reflects primarily a 3% increase in comparable store sales and
a 6% increase in average Johnston & Murphy retail stores operated. Retail
operations accounted for 64% of Johnston & Murphy segment sales in Fiscal 2001,
up from 63% in Fiscal 2000. The store count for Johnston & Murphy retail
operations at the end of Fiscal 2001 included 147 Johnston & Murphy stores and
factory stores compared to 143 Johnston & Murphy stores and factory stores at
the end of Fiscal 2000. The average price per pair of shoes for Johnston &
Murphy retail decreased 1% in Fiscal 2001, primarily due to increased markdowns,
while unit sales increased 10% during the same period. There was a 10% increase
in Johnston & Murphy wholesale sales. Unit sales for the Johnston & Murphy
wholesale business increased 15% in Fiscal 2001, while the average price per
pair of shoes decreased 4% for the same period, reflecting increased promotional
activities and mix changes.

Johnston & Murphy operating income for Fiscal 2001 increased 11.0% from $22.2
million for Fiscal 2000 to $24.6 million, primarily due to increased sales.

Licensed Brands



                                                                          Fiscal Year Ended
                                                                      --------------------------          %
                                                                          2001           2000          Change
                                                                      -----------    -----------       ------
                                                                        (dollars in thousands)
                                                                                              
         Net sales...............................................      $  81,557      $  74,518          9.4%
         Operating income........................................      $   4,695      $   2,488         88.7%
         Operating margin.........................................           5.8%           3.3%


Licensed Brands net sales increased 9.4% to $81.6 million for Fiscal 2001 from
$74.5 million for Fiscal 2000. The sales increase reflected a 36% increase in
net sales of Dockers Footwear, offset by declining sales of Nautica Footwear.
Unit sales for the Licensed Brands wholesale businesses


                                       18
   19

increased 9% for Fiscal 2001, while the average price per pair of shoes
decreased 2% for the same period, reflecting increased promotional activities in
the Nautica business and changes in product mix.

Licensed Brands operating income for Fiscal 2001 increased 88.7% from $2.5
million for Fiscal 2000 to $4.7 million, primarily due to increased sales and
decreased expenses as a percentage of sales. For additional information
regarding the Company's decision to exit the Nautica Footwear business, see
"Significant Developments -- Nautica Footwear License Cancellation." Net sales
for Nautica footwear were $18.8 million and $28.4 million for Fiscal 2001 and
Fiscal 2000, respectively, while operating losses were $2.5 million and $2.2
million for Fiscal 2001 and Fiscal 2000, respectively.

Other Retail



                                                                          Fiscal Year Ended
                                                                      --------------------------           %
                                                                          2001           2000           Change
                                                                      -----------    -----------       -------
                                                                        (dollars in thousands)
                                                                                              
         Net sales...............................................       $  -0-        $  8,840         (100.0%)
         Operating loss..........................................$         -0-    $       (500)             NA
         Operating margin........................................           NA            (5.7%)


The Jarman Leased departments business was closed in the first quarter of Fiscal
2000 and the remaining five Other Retail stores, which were General Shoe
Warehouse stores, were transferred to the Jarman and Johnston & Murphy operating
segments during the first quarter of Fiscal 2001. The Company will no longer
report results from the Other Retail segment.

Corporate and Interest Expenses

Corporate and other expenses for Fiscal 2001 were $14.9 million compared to
$10.9 million for Fiscal 2000 (exclusive of a restructuring charge of $4.4
million and other charges of $0.1 million, primarily litigation and severance
charges, in Fiscal 2001 and other charges of $0.4 million, primarily litigation
and severance charges, in Fiscal 2000), an increase of 37.3%. The increase in
corporate expenses in Fiscal 2001 is attributable primarily to increased bonus
accruals based upon the improved financial performance of the Company.

Interest expense increased 5.7% from $8.2 million in Fiscal 2000 to $8.6 million
in Fiscal 2001, primarily due to increased bank activity fees related to the
increase in the number of individual bank accounts because of new store
openings.

Interest income decreased 34% from $2.2 million in Fiscal 2000 to $1.4 million
in Fiscal 2001 due to decreases in average short-term investments. There were no
borrowings under the Company's revolving credit facility during either Fiscal
2001 or Fiscal 2000.

RESULTS OF OPERATIONS - FISCAL 2000 COMPARED TO FISCAL 1999

The Company's net sales for Fiscal 2000 increased 3.9% to $553.0 million from
$532.2 million in Fiscal 1999. Excluding net sales attributable to the divested
Other Retail and western boot businesses from both periods, the Company's net
sales increased 18.5% to $544.2 million in Fiscal 2000 from $459.4 million in
Fiscal 1999. Gross margin increased 5.2% to $256.3 million in Fiscal 2000 from
$243.5 million in Fiscal 1999 and increased as a percentage of net sales from
45.8% in Fiscal 1999 to 46.3% in Fiscal 2000. Selling and administrative
expenses in Fiscal 2000 were flat with Fiscal 1999 but decreased as a percentage
of net sales from 39.2% in Fiscal 1999 to 37.8% in Fiscal 2000. Explanations of
the changes in results of operations are provided by business segment in
discussions following these introductory paragraphs.


                                       19
   20

Earnings before income taxes, discontinued operations and extraordinary loss
("pretax earnings") for Fiscal 2000 were $41.0 million compared to $30.5 million
for Fiscal 1999. Pretax earnings for Fiscal 1999 included a restructuring gain
of $2.4 million primarily relating to the Boot Divestiture and $2.0 million of
other charges, primarily litigation and severance charges, including the fourth
quarter $1.3 million workforce reduction charge discussed under "Significant
Developments--Workforce Reduction."

Net earnings in Fiscal 2000 were $25.9 million ($1.05 diluted earnings per
share) compared to $53.1 million ($1.83 diluted earnings per share) for Fiscal
1999. Net earnings for Fiscal 2000 include a gain from discontinued operations,
net of tax, of $0.6 million ($0.02 diluted earnings per share). In addition to
the adjustments to earnings discussed above, Fiscal 1999 earnings included a tax
benefit of $24.1 million, a gain from discontinued operations, net of tax, of
$0.8 million ($0.03 diluted earnings per share) and an extraordinary charge, net
of tax, of $2.2 million ($0.07 diluted earnings per share) for the early
retirement of debt. The Company recorded an effective federal income tax rate of
38.2% for Fiscal 2000.

The Fiscal 1999 tax benefit of $24.1 million related to reversal of valuation
reserves on deferred tax assets in the fourth quarter of Fiscal 1999. The
reversal resulted from the reassessment by the Company of the levels of
valuation allowances. The Company concluded it was more likely than not that the
increased levels of deferred tax assets will be realized due to increased levels
of profitability, future income projections and the substantial removal of
uncertainties surrounding the Company's divestitures.

Journeys



                                                                          Fiscal Year Ended
                                                                      --------------------------           %
                                                                          2000           1999           Change
                                                                      -----------    -----------       -------
                                                                        (dollars in thousands)
                                                                                              
         Net sales...............................................      $  215,318     $  159,965        34.6%
         Operating income........................................      $   29,719     $   21,704        36.9%
         Operating margin........................................            13.8%          13.6%


Reflecting both a 28% increase in average Journeys stores operated and a 13%
increase in comparable store sales, net sales from Journeys increased 34.6% for
Fiscal 2000 compared to Fiscal 1999. The average price per pair of shoes
increased 3% in Fiscal 2000 and unit sales increased 31% during the same period.
The store count for Journeys included 323 stores at the end of Fiscal 2000
compared to 258 stores at the end of Fiscal 1999.

Journeys operating income for Fiscal 2000 was up 36.9% to $29.7 million compared
to $21.7 million in Fiscal 1999. The increase was due to increased sales both
from store openings and a comparable store sales increase and decreased expenses
as a percentage of sales.


                                       20
   21
Jarman



                                                                   Fiscal Year Ended
                                                                 ----------------------       %
                                                                   2000          1999       Change
                                                                 --------      --------     ------
                                                                 (dollars in thousands)
                                                                                   
      Net sales...............................................   $ 86,897      $83,315         4.3%
      Operating income........................................   $  4,336      $ 2,983        45.4%
      Operating margin........................................        5.0%         3.6%


Primarily due to an 8% increase in comparable store sales, net sales from Jarman
increased 4.3% for Fiscal 2000 compared to Fiscal 1999. The increase in sales
was driven primarily by Underground Station stores. The average price per pair
of shoes increased 7% in Fiscal 2000 while unit sales decreased 4% during the
same period. Jarman operated 161 stores at the end of Fiscal 2000, including 21
Underground Station stores. It had operated 166 stores at the end of Fiscal
1999, including 17 Underground Station stores.

Jarman operating income for Fiscal 2000 was up 45.4% to $4.3 million compared to
$3.0 million in Fiscal 1999 and increased as a percent of sales to 5.0% from
3.6% in Fiscal 1999. The increase was due to increased sales, increased gross
margin in dollars and as a percentage of sales due primarily to lower markdowns,
and to decreased expenses as a percentage of sales.

Other Retail



                                                                   Fiscal Year Ended
                                                                 -----------------------       %
                                                                   2000          1999        Change
                                                                 --------       --------     ------
                                                                 (dollars in thousands)
                                                                                    
      Net sales...............................................   $  8,840       $ 56,184      (84.3%)
      Operating income (loss).................................   $   (500)      $  2,214         NA
      Operating margin........................................       (5.7%)          3.9%


The Jarman Leased departments business was closed in the first quarter of Fiscal
2000. Primarily because of the loss of sales from the Jarman Leased departments
business and a 14% decrease in comparable store sales for General Shoe
Warehouse, net sales from Other Retail decreased 84.3% for Fiscal 2000 compared
to Fiscal 1999. Other Retail operating income for Fiscal 2000 was down $2.7
million from Fiscal 1999 as a result of the decreased sales and decreased gross
margins as a percentage of sales. As of January 29, 2000, only five Other Retail
stores were open, which were General Shoe Warehouse stores, compared to 94 Other
Retail stores operated at the end of Fiscal 1999. In the first quarter of Fiscal
2001, four of the General Shoe Warehouse stores were transferred to the Jarman
operating segment and one was transferred to the Johnston & Murphy operating
segment. The Company will no longer report results from the Other Retail
segment.


                                       21

   22

Johnston & Murphy



                                                                    Fiscal Year Ended
                                                                 ------------------------          %
                                                                   2000           1999           Change
                                                                 ---------     ----------        ------
                                                                  (dollars in thousands)
                                                                                        
      Net sales...............................................   $ 167,459     $  148,380         12.9%
      Operating income........................................   $  22,187     $   19,708         12.6%
      Operating margin........................................        13.2%          13.3%


Johnston & Murphy net sales increased 12.9% to $167.5 million in Fiscal 2000
from $148.4 million in Fiscal 1999, reflecting primarily a 4% increase in
comparable store sales and a 9% increase in average Johnston & Murphy retail
stores operated. Retail operations accounted for 63% of Johnston & Murphy
segment sales in Fiscal 2000 and 62% of Johnston & Murphy segment sales in
Fiscal 1999. The store count for Johnston & Murphy retail operations at the end
of Fiscal 2000 included 143 Johnston & Murphy stores and factory stores compared
to 132 Johnston & Murphy stores and factory stores at the end of Fiscal 1999.
The average price per pair of shoes for Johnston & Murphy retail increased 1% in
Fiscal 2000 and unit sales increased 11% during the same period. There was a 10%
increase in Johnston & Murphy wholesale sales. Unit sales for the Johnston &
Murphy wholesale business increased 12% in Fiscal 2000, while the average price
per pair of shoes decreased 3% for the same period, reflecting increased
promotional activities and mix changes.

Johnston & Murphy operating income for Fiscal 2000 increased 12.6% from $19.7
million in Fiscal 1999 to $22.2 million in Fiscal 2000, primarily due to
increased sales and decreased expenses as a percentage of sales from increased
leverage.

Licensed Brands



                                                                    Fiscal Year Ended
                                                                 -----------------------        %
                                                                 2000           1999          Change
                                                                 --------      ---------      ------
                                                                  (dollars in thousands)
                                                                                     
      Net sales...............................................   $ 74,518      $  67,760       10.0%
      Operating income........................................   $  2,488      $   2,435        2.2%
      Operating margin........................................        3.3%           3.6%


Licensed Brands net sales increased 10.0% to $74.5 million in Fiscal 2000 from
$67.8 million in Fiscal 1999, reflecting primarily a 9% increase in Licensed
Brands wholesale sales. Unit sales for the Licensed Brands wholesale businesses
increased 16% in Fiscal 2000, while the average price per pair of shoes
decreased 6% for the same period, reflecting increased promotional activities.

Licensed Brands operating income for Fiscal 2000 increased 2.2% from $2.4
million in Fiscal 1999 to $2.5 million in Fiscal 2000, primarily due to
increased sales and decreased expenses as a percentage of sales.


                                       22
   23

Corporate and Interest Expenses

Corporate and other expenses for Fiscal 2000 were $10.9 million compared to
$11.0 million for Fiscal 1999 (exclusive of other charges of $0.4 million,
primarily litigation and severance charges, in Fiscal 2000 and a restructuring
gain of $2.4 million and other charges of $2.0 million, primarily litigation and
severance charges, in Fiscal 1999), a decrease of 1.3%. The decrease in
corporate expenses in Fiscal 2000 is attributable primarily to decreased
professional fees.

Interest expense decreased 11.9% from $9.3 million in Fiscal 1999 to $8.2
million in Fiscal 2000, primarily due to the decrease in interest rates on the
Company's long-term debt from 10 3/8% on $75 million in borrowings as a result
of the notes being redeemed in Fiscal 1999 to 5 1/2% on $103.5 million of
convertible notes issued in Fiscal 1999.

Interest income decreased 18% from $2.6 million in Fiscal 1999 to $2.2 million
in Fiscal 2000, due to decreases in general marketplace interest rates. There
were no borrowings under the Company's revolving credit facility during either
Fiscal 2000 or Fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth certain financial data at the dates indicated.



                                                                                Feb. 3,    Jan. 29,      Jan. 30,
                                                                                 2001        2000          1999
                                                                                -------    --------      --------
                                                                                      (dollars in millions)
                                                                                       -------------------
                                                                                                
Cash and short-term investments..............................................   $  60.4    $  57.9       $  58.7
Working capital..............................................................   $ 144.9    $ 138.0       $ 155.8
Long-term debt (includes current maturities).................................   $ 103.5    $ 103.5       $ 103.5
Current ratio................................................................       2.5x       2.8x          3.1x



Working Capital

The Company's business is somewhat seasonal, with the Company's investment in
inventory and accounts receivable normally reaching peaks in the spring and fall
of each year. Cash flow from operations is generated principally in the fourth
quarter of each fiscal year.

Cash provided by operating activities was $36.1 million in Fiscal 2001 compared
to $47.2 million in Fiscal 2000. The $11.1 million decrease in cash flow from
operating activities reflects primarily a $3.1 million increase in accounts
receivable due to increased wholesale sales and extended terms, increased
inventory and a $6.8 million increase in taxes paid. The $25.8 million increase
in inventories at February 3, 2001 from January 29, 2000 levels reflects
increases in retail inventory to support the net increase of 147 stores,
excluding Nautica Leased departments, in Fiscal 2001 as well as increases to
support the Company's continued growth.

Cash provided by operating activities was $47.2 million in Fiscal 2000 compared
to $9.4 million in Fiscal 1999. The $37.7 million increase in cash flow from
operating activities reflected primarily improved earnings, a much smaller
increase in inventory for Fiscal 2000 compared to Fiscal 1999 and an increase in
accrued liabilities for increased bonus accruals and income taxes to be paid in
Fiscal 2001. The $0.3 million increase in inventories at January 29, 2000 from
January 30, 1999 levels


                                       23
   24

reflects planned increases in retail inventory to support the net increase of 60
stores, excluding Jarman Leased and Nautica Leased departments, in Fiscal 2000.
Accounts receivable at January 29, 2000 decreased $0.7 million compared to
January 30, 1999, primarily due to exiting the Jarman Leased departments
business, also contributing to the cash flow improvement. The Company's earnings
before income taxes, discontinued operations and extraordinary loss for Fiscal
2000 improved by $10.5 million over the prior year. Federal income taxes paid
for Fiscal 2000 increased by only $2.6 million from the prior year, as the
Company utilized its remaining net operating loss carryforwards.

Cash provided (or used) due to changes in accounts payable and accrued
liabilities are as follows:



                                                                                   Fiscal Year Ended
                                                                         -----------------------------------
                                                                           2001         2000          1999
                                                                         --------     --------      --------
                                                                                      (in thousands)
                                                                                           
   Accounts payable...................................................   $  4,635     $   (348)     $   (634)
   Accrued liabilities................................................     10,468        4,385        (3,107)
                                                                         --------     --------      --------
                                                                         $ 15,103     $  4,037      $ (3,741)
                                                                         ========     ========      ========


The fluctuations in accounts payable for Fiscal 2001 from Fiscal 2000 and for
Fiscal 2000 from Fiscal 1999 are due to changes in payment terms negotiated with
individual vendors, inventory levels and buying patterns. The change in accrued
liabilities in Fiscal 2001 as well as Fiscal 2000 was due primarily to increased
bonus accruals and income tax accruals.

There were no revolving credit borrowings during Fiscal 2001, 2000 or 1999, as
cash generated from operations and cash on hand funded seasonal working capital
requirements and capital expenditures.

Capital Expenditures

Capital expenditures were $34.7 million, $22.3 million and $23.5 million for
Fiscal 2001, 2000 and 1999, respectively. The $12.4 million increase in Fiscal
2001 capital expenditures as compared to Fiscal 2000 resulted primarily from an
increase in retail store capital expenditures due to the increase in new stores.
The $1.2 million decrease in Fiscal 2000 capital expenditures as compared to
Fiscal 1999 resulted primarily from a decrease of capital expenditures connected
with new system initiatives related to the year 2000, which more than offset the
increase in retail store capital expenditures due to the increase in new stores.

Total capital expenditures in Fiscal 2002 are expected to be approximately $54.6
million. These include expected retail expenditures of $29.1 million to open
approximately 101 Journeys stores, 12 Journeys Kidz stores, 8 Johnston & Murphy
stores and factory stores, and 46 Underground Station stores, and to complete 29
major store renovations. Capital expenditures for wholesale and manufacturing
operations and other purposes, including a new distribution center, are expected
to be approximately $25.5 million, including approximately $1.9 million for new
computer systems to improve customer service and support the Company's growth
and approximately $22.0 million for a new distribution center.

Due to the Company's retail growth, the Company has begun studies for a new
distribution center. The Company does not know the size or location of the
facility, but expects it to be located in the Middle Tennessee area. The Company
expects the Fiscal 2002 cost of the facility to be in the range of $22.0


                                       24
   25
million to $24.0 million. The Company's current bank agreement has been amended
in order to facilitate the additional capital expenditure for the new
distribution center.

ENVIRONMENTAL AND OTHER CONTINGENCIES

The Company is subject to certain loss contingencies related to environmental
proceedings and other legal matters, including those disclosed in Note 17 to the
Company's Consolidated Financial Statements. The Company has made provisions for
certain of these contingencies, including approximately $2.6 million reflected
in Fiscal 2001 and $472,000 reflected in Fiscal 2000. The Company monitors these
matters on an ongoing basis and at least quarterly management reviews the
Company's reserves and accruals in relation to each of them, adjusting
provisions as management deems necessary in view of changes in available
information. Changes in estimates of liability are reported in the periods when
they occur. Consequently, management believes that its reserve in relation to
each proceeding is a reasonable estimate of the probable loss connected to the
proceeding, or in cases in which no reasonable estimate is possible, the minimum
amount in the range of estimated losses, based upon its analysis of the facts
and circumstances as of the close of the most recent fiscal quarter. Because of
uncertainties and risks inherent in litigation generally and in environmental
proceedings in particular, however, there can be no assurance that future
developments will not require additional reserves to be set aside, that some or
all reserves may not be adequate or that the amounts of any such additional
reserves or any such inadequacy will not have a material adverse effect upon the
Company's financial condition or results of operations.

FUTURE CAPITAL NEEDS

The Company expects that cash on hand and cash provided by operations will be
sufficient to fund all of its capital expenditures through Fiscal 2002. The
approximately $8.7 million of costs associated with the prior restructurings and
discontinued operations that are expected to be incurred during the next twelve
months are also expected to be funded from cash on hand. In February of 2000,
the Company authorized the additional repurchase, from time to time, of up to
1.0 million shares of the Company's common stock. These purchases will be funded
from available cash. The Company has repurchased a total of 6.4 million shares
at a cost of $60.5 million out of authorizations totaling $6.8 million during
Fiscal 1999, Fiscal 2000 and Fiscal 2001.

There were $9.8 million of letters of credit outstanding under the revolving
credit agreement at February 3, 2001, leaving availability under the revolving
credit agreement of $55.2 million.

The Company's revolving credit agreement restricts the payment of dividends and
other payments with respect to capital stock. At February 3, 2001, $30.7 million
was available for such payments. The aggregate of annual dividend requirements
on the Company's Subordinated Serial Preferred Stock, $2.30 Series 1, $4.75
Series 3 and $4.75 Series 4, and on its $1.50 Subordinated Cumulative Preferred
Stock is $294,000.

FINANCIAL MARKET RISK

The following discusses the Company's exposure to financial market risk related
to changes in interest rates and foreign currency exchange rates.

Outstanding Debt of the Company - The Company's outstanding long-term debt of
$103.5 million 5 1/2% convertible subordinated notes due April 2005 bears
interest at a fixed rate. Accordingly, there would be no immediate impact on the
Company's interest expense due to fluctuations in market


                                       25
   26

interest rates. The fair value of the Company's long-term debt was $129.9
million at February 3, 2001 based on a dealer quote.

Cash and Short-Term Investments - The Company's cash and short-term investment
balances are invested in financial instruments with original maturities of three
months or less. The Company does not have significant exposure to changing
interest rates on invested cash at February 3, 2001. As a result, the interest
rate market risk implicit in these investments at February 3, 2001, if any, is
low.

Foreign Currency Exchange Rate Risk - Most purchases by the Company from foreign
sources are denominated in U.S. dollars. To the extent that import transactions
are denominated in other currencies, it is the Company's practice to hedge its
risks through the purchase of forward foreign exchange contracts. Gains and
losses from these transactions are included in the cost of the underlying
purchases. The gain on contracts outstanding at February 3, 2001 was $1.3
million from current spot rates. At February 3, 2001, the Company had $31.3
million of foreign exchange contracts for Italian Lira and Euro. As of February
3, 2001, a 10% adverse change in foreign currency exchange rates from market
rates would decrease the fair value of the contracts by approximately $1.7
million.

Summary - Based on the Company's overall market interest rate and foreign
currency rate exposure at February 3, 2001, the Company believes that the
effect, if any, of reasonably possible near-term changes in interest rates or
fluctuations in foreign currency exchange rates on the Company's consolidated
financial position, results of operations or cash flows for Fiscal 2001 would
not be material.

The Company does not purchase or hold any derivative financial instruments for
trading purposes.

CHANGES IN ACCOUNTING PRINCIPLES

In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities, effective for fiscal years beginning after
June 15, 1999. The Financial Accounting Standards Board issued SFAS No. 137 in
July 1999 to delay the effective date of SFAS No. 133 for one year, to fiscal
years beginning after June 15, 2000. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires an entity to recognize all derivatives as either assets or liabilities
in the consolidated balance sheet and to measure those instruments at fair
value. Under certain conditions, a derivative may be specifically designated as
a fair value hedge or a cash flow hedge. The accounting for changes in the fair
value of a derivative are recorded each period in current earnings or in other
comprehensive income depending on the intended use of the derivative and the
resulting designation. Management of the Company anticipates that, due to the
Company's limited use of derivative instruments, the adoption of SFAS No. 133
will not have a significant effect on the Company's results of operations or its
financial position.

In July 2000, the Emerging Issues Task Force issued EITF: Issue 00-10,
"Accounting for Shipping and Handling Fees and Costs." The new pronouncement
requires shipping and handling billings to customers be recorded as revenue.
Amounts for shipping and handling costs can no longer be netted with related
shipping and handling billings. The Company has restated its financial
statements for Fiscal 2001, 2000 and 1999 to reflect the change in accounting
for shipping and handling fees and costs.


                                       26
   27

OUTLOOK

This "Outlook" section in this Form 10-K contains a number of forward-looking
statements relating to sales, earnings per share, capital expenditures and store
opening expectations for Fiscal 2002. These forward-looking statements are based
on the Company's expectations as of May 4, 2001. All of the forward-looking
statements are based on management's current expectations and are inherently
uncertain. Actual results could differ materially from those reflected by the
forward-looking statements in this discussion and a number of factors may
adversely affect future results, liquidity and capital resources. These factors
include changes in consumer demand or tastes that affect sales at retail or
wholesale, changes in buying patterns by significant wholesale customers and
risks associated with a softening economy, including erosion of revenues or
margins caused by weakening consumer demand and deterioration in the
collectibility of trade accounts receivable. These factors also include
disruptions in product supply or distribution, including disruptions or price
increases in the leather market related to foot and mouth or other cattle
diseases, changes in business strategies by the Company's competitors, the
Company's ability to open or convert, staff and support additional retail stores
on schedule and at acceptable expense levels, failure of new retail ventures to
meet expectations and the outcome of litigation and environmental matters and
the adequacy of related reserves, including those discussed in Note 17 to the
Consolidated Financial Statements. Although the Company believes it has an
appropriate business strategy and the resources necessary for its operations,
future revenue and margin trends cannot be reliably predicted and the Company
may alter its business strategies to address changing conditions.

The Company expects net sales growth in the range of 15-20% for Fiscal 2002,
with an overall same store sales increase in the mid-single digit range.

In connection with the termination of the Nautica Footwear license agreement,
the Company will fill customer orders and sell existing inventory for the first
half of Fiscal 2002. The Company anticipates Nautica sales of between $6.5 and
$8.0 million and operating losses in the range of $1.0 - $1.8 million in the
first half of Fiscal 2002. The Company's expectations for Nautica are subject to
uncertainties including the risk that existing orders may be cancelled or that
existing inventory may not be sold or may require greater that planned
markdowns.

The Company is comfortable that it can meet First Call earnings expectations of
$1.70 per share for Fiscal 2002. It expects the earnings improvement from Fiscal
2001 to be primarily attributable to net sales growth and to selling, general
and administrative expense leverage related to same store sales growth.

The Company expects capital expenditures for Fiscal 2002 to be approximately
$54.6 million. The Company plans to open 101 Journeys stores, 12 Journeys Kidz
stores, 46 Underground Station stores and 8 Johnston & Murphy stores and factory
stores. The Company also plans to build a new distribution center with current
year expenditures of approximately $22.0 - $24.0 million.

INFLATION

The Company does not believe inflation has had a material impact on sales or
operating results during periods covered in this discussion.


                                       27
   28
ITEM 7A, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company incorporates by reference the information regarding market risk to
appear under the heading "Market Risk" in Management's Discussion and Analysis
of Financial Condition and Results of Operations.



                                       28
   29

ITEM 8, FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                          INDEX TO FINANCIAL STATEMENTS



                                                                                                          Page
                                                                                                          ----
                                                                                                       
Report of Independent Accountants                                                                           30

Consolidated Balance Sheet, February 3, 2001 and January 29, 2000                                           31

Consolidated Earnings, each of the three fiscal years ended 2001, 2000 and 1999                             32

Consolidated Cash Flows, each of the three fiscal years ended 2001, 2000 and 1999                           33

Consolidated Shareholders' Equity, each of the three fiscal years ended 2001, 2000 and 1999                 34

Notes to Consolidated Financial Statements                                                                  35



                                       29
   30

To the Board of Directors and
Shareholders of Genesco Inc.


                        Report of Independent Accountants

In our opinion, the consolidated financial statements listed in the index
appearing under Item 14 on page 71, presents fairly, in all material respects,
the financial position of Genesco Inc. and its subsidiaries (the "Company") at
February 3, 2001 and January 29, 2000, and the results of their operations and
their cash flows for each of the three years in the period ended February 3,
2001 in conformity with accounting principles generally accepted in the United
States of America. In addition, in our opinion, the financial statement schedule
listed in the index appearing under Item 14 on page 71 presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.






/s/PricewaterhouseCoopers LLP
Nashville, Tennessee
February 27, 2001


                                       30
   31

                          GENESCO INC.
                          AND CONSOLIDATED SUBSIDIARIES
                          Consolidated Balance Sheet
                          In Thousands



                                                                         AS OF FISCAL YEAR END
----------------------------------------------------------------------------------------------
                                                                        2001              2000
----------------------------------------------------------------------------------------------
ASSETS
----------------------------------------------------------------------------------------------
                                                                               
CURRENT ASSETS
Cash and short-term investments                                    $  60,382         $  57,860
Accounts receivable                                                   22,700            23,617
Inventories                                                          134,236           109,815
Deferred income taxes                                                 15,263            14,826
Other current assets                                                  10,806             8,881
Current assets of discontinued operations                                359               -0-
----------------------------------------------------------------------------------------------
Total current assets                                                 243,746           214,999
----------------------------------------------------------------------------------------------
Plant, equipment and capital leases                                   87,747            68,661
Deferred income taxes                                                  3,396             4,184
Other noncurrent assets                                               16,644            13,321
Plant and equipment of discontinued operations, net                      630               -0-
----------------------------------------------------------------------------------------------
TOTAL ASSETS                                                       $ 352,163         $ 301,165
==============================================================================================

----------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
----------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued liabilities                           $  94,252         $  74,874
Provision for discontinued operations                                  4,568             2,118
----------------------------------------------------------------------------------------------
Total current liabilities                                             98,820            76,992
----------------------------------------------------------------------------------------------
Long-term debt                                                       103,500           103,500
Other long-term liabilities                                            7,354             6,368
Provision for discontinued operations                                  4,264             6,063
----------------------------------------------------------------------------------------------
Total liabilities                                                    213,938           192,923
----------------------------------------------------------------------------------------------
Contingent liabilities (see Note 17)
SHAREHOLDERS' EQUITY
  Non-redeemable preferred stock                                       7,721             7,882
  Common shareholders' equity:
     Common stock, $1 par value:
        Authorized: 80,000,000 shares
        Issued: 2001 - 22,149,915; 2000 - 21,714,678                  22,150            21,715
     Additional paid-in capital                                       95,194            94,784
     Retained earnings                                                31,017             1,718
     Treasury shares, at cost                                        (17,857)          (17,857)
----------------------------------------------------------------------------------------------
Total shareholders' equity                                           138,225           108,242
----------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $ 352,163         $ 301,165
==============================================================================================


The accompanying Notes are an integral part of these Consolidated Financial
Statements.


                                       31
   32

                             GENESCO INC.
                             AND CONSOLIDATED SUBSIDIARIES
                             CONSOLIDATED EARNINGS
                             IN THOUSANDS, EXCEPT PER SHARE AMOUNTS



                                                                                 FISCAL YEAR
                                                              ------------------------------
                                                                  2001       2000       1999
                                                              --------   --------   --------
                                                                           
Net sales...................................................  $680,166   $553,032   $532,164
Cost of sales...............................................   357,653    296,772    288,684
Selling and administrative expenses.........................   258,893    209,291    208,782
Restructuring and other charges, net........................     3,433        -0-     (2,403)
                                                              --------   --------   --------
Earnings from operations before interest....................    60,187     46,969     37,101
                                                              --------   --------   --------
  Interest expense..........................................     8,618      8,152      9,250
  Interest income...........................................    (1,418)    (2,165)    (2,639)
                                                              --------   --------   --------
Total interest expense, net.................................     7,200      5,987      6,611
                                                              --------   --------   --------
Earnings before income taxes, discontinued operations and
  extraordinary loss........................................    52,987     40,982     30,490
Income taxes (benefit)......................................    20,156     15,647    (24,068)
                                                              --------   --------   --------
Earnings before discontinued operations and extraordinary
  loss......................................................    32,831     25,335     54,558
Discontinued operations:
  Operating income (loss)...................................      (226)       587        365
  Excess provision (provision) for future losses............    (3,007)       -0-        450
                                                              --------   --------   --------
Earnings before extraordinary loss..........................    29,598     25,922     55,373
Extraordinary loss from early retirement of debt, net.......       -0-        -0-     (2,245)
                                                              --------   --------   --------
NET EARNINGS................................................  $ 29,598   $ 25,922   $ 53,128
                                                              ========   ========   ========
Basic earnings per common share:
  Before discontinued operations and extraordinary loss.....  $   1.51   $   1.12   $   2.13
  Discontinued operations...................................  $   (.15)  $    .03   $    .03
  Extraordinary loss........................................  $    .00   $    .00   $   (.09)
  Net earnings..............................................  $   1.36   $   1.14   $   2.07
Diluted earnings per common share:
  Before discontinued operations and extraordinary loss.....  $   1.35   $   1.03   $   1.87
  Discontinued operations...................................  $   (.12)  $    .02   $    .03
  Extraordinary loss........................................  $    .00   $    .00   $   (.07)
  Net earnings..............................................  $   1.23   $   1.05   $   1.83
                                                              ========   ========   ========


The accompanying Notes are an integral part of these Consolidated Financial
Statements

                                      32
   33

                          GENESCO INC.
                          AND CONSOLIDATED SUBSIDIARIES
                          Consolidated Cash Flows
                          In Thousands


                                                                                                                   FISCAL YEAR
                                                                                       ---------------------------------------
                                                                                           2001           2000            1999
------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
OPERATIONS:
Net earnings                                                                           $ 29,598       $ 25,922       $  53,128
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation                                                                             13,200         10,514           9,691
Deferred income taxes                                                                       351         10,687         (28,762)
Provision for losses on accounts receivable                                                 457            434             447
Loss on retirement of debt                                                                  -0-            -0-           3,651
Restructuring charge (gain)                                                               4,433            -0-          (2,403)
Provision for (gain from) discontinued operations                                         4,854            -0-            (731)
Other                                                                                       467          1,690           2,344
Effect on cash of changes in working
   capital and other assets and liabilities:
     Accounts receivable                                                                 (3,093)           671          (2,814)
     Inventories                                                                        (25,772)          (282)        (12,284)
     Other current assets                                                                (1,925)        (2,162)           (913)
     Accounts payable and accrued liabilities                                            15,103          4,037          (3,741)
     Other assets and liabilities                                                        (1,620)        (4,358)         (8,195)
------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                36,053         47,153           9,418
------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
   Capital expenditures                                                                 (34,735)       (22,312)        (23,512)
   Proceeds from businesses divested and asset sales                                      3,694         10,069          14,115
------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                                   (31,041)       (12,243)         (9,397)
------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
   Payments on capital leases                                                                (6)            (2)           (243)
   Stock repurchases                                                                     (8,778)       (39,519)        (12,232)
   Dividends paid                                                                          (298)          (300)         (1,502)
   Exercise of options                                                                    6,592          4,028           2,169
   Payments of long-term debt                                                               -0-            -0-         (77,220)
   Long-term borrowings                                                                     -0-            -0-         103,500
   Deferred note expense                                                                    -0-            -0-          (3,970)
   Other                                                                                    -0-            -0-          (1,056)
------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                                      (2,490)       (35,793)          9,446
------------------------------------------------------------------------------------------------------------------------------
NET CASH FLOW                                                                             2,522           (883)          9,467
Cash and short-term investments at
   beginning of year                                                                     57,860         58,743          49,276
------------------------------------------------------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTS AT END OF YEAR                                         $ 60,382       $ 57,860       $  58,743
==============================================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION:
Net cash paid for:
   Interest                                                                            $  8,043       $  7,520       $  11,112
   Income taxes                                                                           9,398          2,605              23



The accompanying Notes are an integral part of these Consolidated Financial
Statements.


                                       33
   34
                                  GENESCO INC.
                                  AND CONSOLIDATED SUBSIDIARIES
                                  Consolidated Shareholders' Equity
                                  In Thousands


                                                                                  RETAINED     ACCUMULATED
                                    TOTAL             ADDITIONAL                  EARNINGS           OTHER
                           NON-REDEEMABLE   COMMON       PAID-IN   TREASURY   (ACCUMULATED   COMPREHENSIVE   COMPREHENSIVE
                          PREFERRED STOCK    STOCK       CAPITAL      STOCK       DEFICIT)          INCOME          INCOME
                          ---------------  -------    ----------   --------   ------------   -------------   -------------
                                                                                        
BALANCE JANUARY 31, 1998      $7,945       $26,264     $132,218    $(17,857)    $(75,456)       $(1,150)
                              ======       =======     ========    ========     ========        =======         =======
Net earnings                     -0-           -0-          -0-         -0-       53,128            -0-          53,128
Dividends paid                   -0-           -0-          -0-         -0-       (1,576)           -0-             -0-
Exercise of options              -0-           230          845         -0-          -0-            -0-             -0-
Issue shares -- restricted
 stock options                   -0-            67          533         -0-          -0-            -0-             -0-
Issue shares -- Employee
 Stock Purchase Plan             -0-           107          387         -0-          -0-            -0-             -0-
Tax effect of exercise
 of stock options                -0-           -0-        1,887         -0-          -0-            -0-             -0-
Stock repurchases                -0-        (2,343)      (9,889)        -0-          -0-            -0-             -0-
Minimum pension
 liability adjustment            -0-           -0-          -0-         -0-          -0-          1,150           1,150
Other                            (27)            2          114         -0-          -0-            -0-             -0-
                                                                                                                -------
Comprehensive Income                                                                                            $54,278
                              ------       -------     --------    --------     --------        -------         -------
BALANCE JANUARY 30, 1999      $7,918       $24,327     $126,095    $(17,857)    $(23,904)       $   -0-
                              ======       =======     ========    ========     ========        =======         =======
Net earnings                     -0-           -0-          -0-         -0-       25,922            -0-          25,922
Dividends paid                   -0-           -0-          -0-         -0-         (300)           -0-             -0-
Exercise of options              -0-           693        2,796         -0-          -0-            -0-             -0-
Issue shares -- Employee
 Stock Purchase Plan             -0-           122          417         -0-          -0-            -0-             -0-
Tax effect of exercise
 of stock options                -0-           -0-        1,427         -0-          -0-            -0-             -0-
Stock repurchases                -0-        (3,439)     (36,080)        -0-          -0-            -0-             -0-
Other                            (36)           12          129         -0-          -0-            -0-             -0-
                                                                                                                -------
Comprehensive Income                                                                                            $25,922
                              ------       -------     --------    --------     --------        -------         -------
BALANCE JANUARY 29, 2000      $7,882       $21,715     $ 94,784    $(17,857)    $  1,718        $   -0-
                              ======       =======     ========    ========     ========        =======         =======
Net earnings                     -0-           -0-          -0-         -0-       29,598            -0-          29,598
Dividends paid                   -0-           -0-          -0-         -0-         (299)           -0-             -0-
Exercise of options              -0-         1,013        5,017         -0-          -0-            -0-             -0-
Issue shares -- Employee
 Stock Purchase Plan             -0-            55          508         -0-          -0-            -0-             -0-
Tax effect of exercise
 of stock options                -0-           -0-        2,758         -0-          -0-            -0-             -0-
Stock repurchases                -0-          (646)      (8,131)        -0-          -0-            -0-             -0-
Other                           (161)           13          258         -0-          -0-            -0-             -0-
                                                                                                                -------
Comprehensive Income                                                                                            $29,598
                              ------       -------     --------    --------     --------        -------         -------
BALANCE FEBRUARY 3, 2001      $7,721       $22,150     $ 95,194    $(17,857)    $ 31,017        $   -0-
                              ======       =======     ========    ========     ========        =======         =======


                               TOTAL
                          SHAREHOLDERS'
                             EQUITY
                          -------------
                       
BALANCE JANUARY 31, 1998    $ 71,964
                            ========
Net earnings                  53,128
Dividends paid                (1,576)
Exercise of options            1,075
Issue shares -- restricted
 stock options                   600
Issue shares -- Employee
 Stock Purchase Plan             494
Tax effect of exercise
 of stock options              1,887
Stock repurchases            (12,232)
Minimum pension
 liability adjustment          1,150
Other                             89

Comprehensive Income
                            --------
BALANCE JANUARY 30, 1999    $116,579
                            ========
Net earnings                  25,922
Dividends paid                  (300)
Exercise of options            3,489
Issue shares -- Employee
 Stock Purchase Plan             539
Tax effect of exercise
 of stock options              1,427
Stock repurchases            (39,519)
Other                            105

Comprehensive Income
                            --------
BALANCE JANUARY 29, 2000    $108,242
                            ========
Net earnings                  29,598
Dividends paid                  (299)
Exercise of options            6,030
Issue shares -- Employee
 Stock Purchase Plan             563
Tax effect of exercise
 of stock options              2,758
Stock repurchases             (8,777)
Other                            110
Comprehensive Income
                            --------
BALANCE FEBRUARY 3, 2001    $138,225
                            ========


The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                       34
   35
                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

The Company's businesses include the manufacture or sourcing, marketing and
distribution of footwear principally under the Johnston & Murphy and Dockers
brands and the operation at February 3, 2001 of 779 Jarman, Journeys, Johnston &
Murphy and Underground Station retail footwear stores and leased departments.
The Company entered into an agreement with Nautica Apparel, Inc. to end its
license to market footwear under the Nautica label, effective January 31, 2001.
The Company will continue to sell Nautica - branded footwear for the first six
months of Fiscal 2002 in order to fill existing customer orders and sell
existing inventory. (See Note 2). The Company also sold certain assets of its
Volunteer Leather business on June 19, 2000, and has discontinued all Leather
segment operations. (See Note 2). Because of the acquisition of Mercantile by
Dillards Inc., the Company ended its operation of the Jarman Leased departments
in Fiscal 2000. The Company had 78 Jarman Leased departments at January 30,
1999. The Company transferred the remaining Jarman Leased departments to
Dillards Inc. and Saks Inc. during the first quarter ended May 1, 1999. The
Jarman Leased departments business contributed sales of approximately $1.2
million and $47.4 million and operating earnings (loss) of $(0.3) million and
$2.1 million in Fiscal 2000 and 1999, respectively.

BASIS OF PRESENTATION

All subsidiaries are included in the consolidated financial statements. All
significant intercompany transactions and accounts have been eliminated.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

FISCAL YEAR

The Company's fiscal year ends on the Saturday closest to January 31. As a
result, Fiscal 2001 was a 53-week year with 371 days and Fiscal 2000 and 1999
were 52-week years with 364 days. Fiscal Year 2001 ended on February 3, 2001,
Fiscal Year 2000 ended on January 29, 2000 and Fiscal Year 1999 ended on January
30, 1999.

FINANCIAL STATEMENT RECLASSIFICATIONS

Certain reclassifications have been made to conform prior years' data to the
current presentation.

CASH AND SHORT-TERM INVESTMENTS

Included in cash and short-term investments at February 3, 2001 and January 29,
2000, are short-term investments of $53.3 million and $47.1 million,
respectively. Short-term investments are highly-liquid debt instruments having
an original maturity of three months or less.


                                       35
   36

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

INVENTORIES

Inventories of wholesaling and manufacturing companies are stated at the lower
of cost or market, with cost determined principally by the first-in, first-out
method. Retail inventories are determined by the retail method.

PLANT, EQUIPMENT AND CAPITAL LEASES

Plant, equipment and capital leases are recorded at cost and depreciated or
amortized over the estimated useful life of related assets. Depreciation and
amortization expense are computed principally by the straight-line method over
estimated useful lives:


                                                   
                  Buildings And building equipment    20-45 years
                  Machinery, furniture and fixtures    3-15 years


Leasehold improvements and properties under capital leases are amortized on the
straight-line method over the shorter of their useful lives or their related
lease terms.

IMPAIRMENT OF LONG-TERM ASSETS

The Company periodically assesses the realizability of its long-lived assets and
evaluates such assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Asset
impairment is determined to exist if estimated future cash flows, undiscounted
and without interest charges, are less than carrying amount.

HEDGING CONTRACTS

In order to reduce exposure to foreign currency exchange rate fluctuations in
connection with inventory purchase commitments, the Company enters into foreign
currency forward exchange contracts for Italian Lira and Euro. At February 3,
2001 and January 29, 2000, the Company had approximately $31.3 million and $30.1
million, respectively, of such contracts outstanding. Forward exchange contracts
have an average term of approximately four and one half months. The gain from
these contracts for Fiscal 2001 was $1.3 million and the loss from these
contracts for Fiscal 2000 was $2.5 million. The Company monitors the credit
quality of the major national and regional financial institutions with whom it
enters into such contracts.


                                       36
   37

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and fair values of the Company's financial instruments at
February 3, 2001 and January 29, 2000 are:

FAIR VALUES



------------------------------------------------------------------------------
IN THOUSANDS                                 2001                         2000
------------------------------------------------------------------------------
                            CARRYING         FAIR       Carrying          Fair
                              AMOUNT        VALUE         Amount         Value
------------------------------------------------------------------------------
                                                           
Liabilities
Long-term Debt              $103,500     $129,893       $103,500       $77,801


Carrying amounts reported on the balance sheet for cash, short-term investments,
receivables and accounts payable approximate fair value due to the short-term
maturity of these instruments.

The fair value of the Company's long-term debt was based on dealer prices on the
respective balance sheet dates.

POSTRETIREMENT BENEFITS

Substantially all full-time employees are covered by a defined benefit pension
plan. The Company also provides certain former employees with limited medical
and life insurance benefits. The Company funds at least the minimum amount
required by the Employee Retirement Income Security Act.

The Company implemented Statement of Financial Accounting Standards (SFAS) 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits" in the
fourth quarter of Fiscal 1999. This statement standardizes the disclosure
requirements for pensions and other postretirement benefits to the extent
practicable, requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis, and eliminates certain disclosures that are no longer as useful (see
Note 14).

REVENUE RECOGNITION

Retail sales are recorded net of actual returns, and exclude all taxes, while
wholesale revenue is recorded net of estimated returns when the related goods
have been shipped and legal title has passed to the customer.

PREOPENING COSTS

Costs associated with the opening of new stores are expensed as incurred.


                                       37
   38

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

ADVERTISING COSTS

Advertising costs are predominantly expensed as incurred. Advertising costs were
$23.0 million, $19.1 million and $19.4 million for Fiscal 2001, 2000 and 1999,
respectively.

ENVIRONMENTAL COSTS

Environmental expenditures relating to current operations are expensed or
capitalized as appropriate. Expenditures relating to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probable and the costs can be reasonably
estimated and are evaluated independently of any future claims for recovery.
Generally, the timing of these accruals coincides with completion of a
feasibility study or the Company's commitment to a formal plan of action. Costs
of future expenditures for environmental remediation obligations are not
discounted to their present value.

INCOME TAXES

Deferred income taxes are provided for all temporary differences and operating
loss and tax credit carryforwards limited, in the case of deferred tax assets,
to the amount the Company believes is more likely than not to be realized in the
foreseeable future.

EARNINGS PER COMMON SHARE

Basic earnings per share excludes dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities to issue common stock were exercised or
converted to common stock. (see Note 15).

COMPREHENSIVE INCOME

The Company implemented Statement of Financial Accounting Standards (SFAS) 130,
"Reporting Comprehensive Income" in the first quarter of Fiscal 1999. This
statement establishes standards for reporting and display of comprehensive
income. SFAS 130 requires, among other things, the Company's minimum pension
liability adjustment to be included in other comprehensive income.

BUSINESS SEGMENTS

The Company implemented Statement of Financial Accounting Standards (SFAS) 131,
"Disclosures about Segments of an Enterprise and Related Information" in the
fourth quarter of Fiscal 1999. The standard requires that companies disclose
"operating segments" based on the way management disaggregates the company for
making internal operating decisions. (see Notes 2 and 18).


                                       38
   39

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 2

RESTRUCTURINGS

Nautica Footwear License Cancellation

The Company entered into an agreement with Nautica Apparel, Inc. to end its
license to market footwear under the Nautica label, effective January 31, 2001.
The Company will continue to sell Nautica - branded footwear for the first six
months of Fiscal 2002 in order to fill existing customer orders and sell
existing inventory.

In connection with the termination of the Nautica Footwear license agreement,
the Company recorded a pretax charge to earnings of $4.4 million ($2.7 million
net of tax) in the fourth quarter of Fiscal 2001. The charge includes
contractual obligations to Nautica Apparel for the license cancellation and
other costs, primarily severance. Included in the charge is a $1.0 million
inventory write-down which is reflected in gross margin on the income statement.
All of these costs are expected to be incurred in the next twelve months.

The Nautica footwear business contributed sales of approximately $18.8 million,
$28.4 million and $29.7 million and operating losses of ($2.5) million, ($2.2)
million and ($0.3) million in Fiscal 2001, 2000 and 1999, respectively.

Volunteer Leather Divestiture

On May 22, 2000, the Company's board of directors approved a plan to sell its
Volunteer Leather finishing business and liquidate its tanning business, to
allow the Company to be more focused on the retailing and marketing of branded
footwear.

Certain assets of the Volunteer Leather business were sold on June 19, 2000. The
plan resulted in a pretax charge to second quarter earnings of $4.9 million
($3.0 million net of tax). Because Volunteer Leather constitutes the entire
Leather segment of the Company's business, the charge to earnings is treated for
financial reporting purposes as a provision for discontinued operations.

The provision for discontinued operations included $1.3 million for asset
write-downs and $3.6 million for other costs, of which $2.3 million are expected
to be incurred in the next twelve months. As of February 3, 2001, $1.1 million
of such other costs had been incurred. Other costs include primarily employee
severance and facility shutdown costs. The approximately $1.3 million of other
costs expected to be incurred beyond twelve months are classified as long-term
liabilities in the consolidated balance sheet. The Volunteer Leather business
employed approximately 160 people.


                                       39
   40

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 2

RESTRUCTURINGS, CONTINUED

The operating results of the leather segment are shown below:



---------------------------------------------------------------------------------
                                                                     PERIOD ENDED
                                           --------------------------------------
                                            FEB. 3,       JAN. 29,       JAN. 30,
IN THOUSANDS                                  2001*           2000           1999
---------------------------------------------------------------------------------
                                                                 
Net sales                                  $ 6,545         $22,203        $18,934
Cost of sales and expenses                   6,917          21,242         18,338
---------------------------------------------------------------------------------
Pretax earnings (loss)                        (372)            961            596
Income tax expense (benefit)                  (146)            374            231
---------------------------------------------------------------------------------
NET EARNINGS (LOSS)                        $  (226)        $   587        $   365
=================================================================================


* Results for the four months ended May 2000.

Discontinued operations' sales subsequent to the decision to discontinue were
$0.8 million for Fiscal 2001.

Workforce Reduction

In connection with the exit of the western boot business and the closing of the
Jarman Leased departments, the Company reviewed the structure and level of
staffing in all of its operations during the third and fourth quarters of Fiscal
1999. Upon completion of the review, the Company recorded a $1.3 million charge
to earnings, included in selling and administrative expenses, during the fourth
quarter of Fiscal 1999 for a workforce reduction of 66 positions, of which
substantially all were eliminated by January 29, 2000. Twenty-six of the
positions eliminated related to the Jarman Leased departments business, with the
remainder being primarily employed at corporate headquarters.


                                       40
   41

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 3


ACCOUNTS RECEIVABLE



--------------------------------------------------------------------
IN THOUSANDS                                   2001             2000
--------------------------------------------------------------------
                                                      
Trade accounts receivable                  $ 23,146         $ 25,125
Miscellaneous receivables                     3,454            1,679
--------------------------------------------------------------------
Total receivables                            26,600           26,804
Allowance for bad debts                      (1,303)            (926)
Other allowances                             (2,597)          (2,261)
--------------------------------------------------------------------
NET ACCOUNTS RECEIVABLE                    $ 22,700         $ 23,617
====================================================================


The Company's footwear wholesaling business sells primarily to independent
retailers and department stores across the United States. Receivables arising
from these sales are not collateralized. Credit risk is affected by conditions
or occurrences within the economy and the retail industry. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other information.
One customer accounted for slightly less than 20% of the Company's trade
receivables balance as of February 3, 2001 and no other customer accounted for
more than 10% of the Company's trade receivables balance as of February 3, 2001.

NOTE 4

INVENTORIES



--------------------------------------------------------------------
IN THOUSANDS                                   2001             2000
--------------------------------------------------------------------
                                                      
Raw materials                              $  1,408         $  3,098
Work in process                                 609            2,146
Finished goods                               34,551           31,513
Retail merchandise                           97,668           73,058
--------------------------------------------------------------------
TOTAL INVENTORIES                          $134,236         $109,815
====================================================================



                                       41
   42

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 7

OTHER NONCURRENT ASSETS



------------------------------------------------------------------------
IN THOUSANDS                                        2001            2000
------------------------------------------------------------------------
                                                          
Other noncurrent assets:
   Prepaid pension cost                         $ 12,212        $  8,554
   Investments and long-term receivables           2,033           1,761
   Deferred note expense                           2,399           3,006
------------------------------------------------------------------------
TOTAL OTHER NONCURRENT ASSETS                   $ 16,644        $ 13,321
========================================================================


NOTE 8

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES



------------------------------------------------------------------------
IN THOUSANDS                                        2001            2000
------------------------------------------------------------------------
                                                          
Trade accounts payable                          $ 37,592        $ 32,957
Accrued liabilities:
   Employee compensation                          19,031          14,222
   Income taxes                                    9,246           3,621
   Rent                                            6,004           4,476
   Taxes other than income taxes                   5,371           5,635
   Insurance                                       2,226           1,756
   Interest                                        1,802           1,832
   Other                                          12,980          10,375
------------------------------------------------------------------------
TOTAL ACCOUNTS PAYABLE AND ACCRUED LIABILITIES  $ 94,252        $ 74,874
========================================================================


At February 3, 2001 and January 29, 2000, outstanding checks drawn on certain
domestic banks exceeded book cash balances by approximately $3.8 million and
$7.8 million, respectively. These amounts are included in trade accounts
payable.


                                       42
   43

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 9


PROVISION FOR DISCONTINUED OPERATIONS AND RESTRUCTURING RESERVES

PROVISION FOR DISCONTINUED OPERATIONS



---------------------------------------------------------------------------------------------------
                                        EMPLOYEE           FACILITY
                                         RELATED           SHUTDOWN
IN THOUSANDS                               COSTS*             COSTS           OTHER           TOTAL
---------------------------------------------------------------------------------------------------
                                                                                
Balance January 29, 2000                 $ 8,181            $   -0-            $-0-         $ 8,181
Volunteer Leather provision                1,063              2,082             426           3,571
Charges and adjustments, net              (2,695)              (158)            (67)         (2,920)
---------------------------------------------------------------------------------------------------
Balance February 3, 2001                   6,549              1,924             359           8,832
Current portion                            2,669              1,540             359           4,568
---------------------------------------------------------------------------------------------------
TOTAL NONCURRENT PROVISION FOR
  DISCONTINUED OPERATIONS                $ 3,880            $   384            $-0-         $ 4,264
===================================================================================================


* Includes $6.5 million of apparel union pension withdrawal liability.

RESTRUCTURING RESERVES



-------------------------------------------------------------------------------------------------------------------------
                                                         EMPLOYEE           FACILITY
                                                          RELATED           SHUTDOWN
IN THOUSANDS                                                COSTS              COSTS              OTHER             TOTAL
-------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Balance January 29, 2000                                  $    64            $   436            $   527           $ 1,027
Nautica restructuring                                         517                -0-              2,866             3,383
Charges and adjustments, net                                  (64)              (269)               138              (195)
-------------------------------------------------------------------------------------------------------------------------
Balance February 3, 2001                                      517                167              3,531             4,215
Current portion (included in accounts
   payable and accrued liabilities)                           517                127              3,531             4,175
-------------------------------------------------------------------------------------------------------------------------
TOTAL NONCURRENT RESTRUCTURING RESERVES
   (INCLUDED IN OTHER LONG-TERM LIABILITIES)              $    -0-           $    40            $   -0-           $    40
=========================================================================================================================



                                       43
   44

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 10

LONG-TERM DEBT



-------------------------------------------------------------------------------------------
IN THOUSANDS                                                     2001                  2000
-------------------------------------------------------------------------------------------
                                                                             
5 1/2% convertible subordinated notes due April 2005         $103,500              $103,500
-------------------------------------------------------------------------------------------
Total long-term debt                                          103,500               103,500
Current portion                                                   -0-                   -0-
-------------------------------------------------------------------------------------------
TOTAL NONCURRENT PORTION OF LONG-TERM DEBT                   $103,500              $103,500
===========================================================================================


REVOLVING CREDIT AGREEMENT:

On September 24, 1997, the Company entered into a revolving credit agreement
with three banks providing for loans or letters of credit of up to $65 million
which, as amended, expires September 24, 2002. This agreement replaced a $35
million revolving credit agreement providing for loans or letters of credit.
Outstanding letters of credit at February 3, 2001 were $9.8 million; no loans
were outstanding at that date.

Under the revolving credit agreement, the Company may borrow at the prime rate
or LIBOR plus 1.25% which may be changed if the Company's pricing ratio (as
defined in the credit agreement) changes. Facility fees are 0.375% per annum on
$65.0 million and also vary based on the pricing ratio. The revolving credit
agreement requires the Company to meet certain financial ratios and covenants,
including minimum tangible net worth, fixed charge coverage and debt to equity
ratios. The Company is required by the credit agreement to reduce the
outstanding principal balance of the revolving loans to zero for 30 consecutive
days during each period beginning on December 15 of any fiscal year and ending
on April 15 of the following fiscal year. The revolving credit agreement, as
amended, contains other covenants which restrict the payment of dividends and
other payments with respect to capital stock. In addition, annual capital
expenditures are limited to $36.0 million for Fiscal 2001 and thereafter,
subject to possible carryforwards from the previous year of up to $3.0 million
if less is spent in the current year. The Company was in compliance with the
financial covenants contained in the revolving credit agreement at February 3,
2001.

10 3/8% SENIOR NOTES DUE 2003:

On February 1, 1993, the Company issued $75 million of 10 3/8% senior notes due
February 1, 2003. These notes were redeemed on May 8, 1998, resulting in a $3.7
million extraordinary loss ($2.2 million net of tax) for early retirement of
debt recognized in the second quarter of Fiscal 1999.


                                       44
   45

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 10

LONG-TERM DEBT, CONTINUED

5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2005:

On April 9, 1998, the Company issued $103.5 million of 5 1/2% convertible
subordinated notes due April 15, 2005. The notes are convertible into 47.5172
shares of common stock per $1,000 principal amount of Notes (equivalent to a
conversion price of $21.045 per share of common stock), subject to adjustment.
During the second quarter of Fiscal 1999 the Company used: 1) $79.9 million of
the proceeds to repay all of the Company's 10 3/8% senior notes including
interest and expenses incurred in connection therewith, resulting in an
extraordinary loss of $3.7 million ($2.2 million net of tax), 2) $1.3 million of
the proceeds to pay preferred dividends in arrears because of certain covenants
in the indenture relating to the senior notes, and 3) the remaining proceeds for
general corporate purposes. Expenses incurred relating to the issuance were
capitalized and are being amortized over the term of the notes.

The indenture pursuant to which the convertible subordinated notes were issued
does not restrict the incurrence of Senior Debt by the Company or other
indebtedness or liabilities by the Company or any of its subsidiaries.



                                       45
   46

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 11

COMMITMENTS UNDER LONG-TERM LEASES

OPERATING LEASES

Rental expense under operating leases of continuing operations was:


------------------------------------------------------------------------
IN THOUSANDS                        2001            2000            1999
------------------------------------------------------------------------
                                                        
Minimum rentals                  $44,292         $34,814         $30,121
Contingent rentals                 4,569           3,517          10,598
Sublease rentals                  (1,390)         (1,039)           (993)
------------------------------------------------------------------------
TOTAL RENTAL EXPENSE             $47,471         $37,292         $39,726
========================================================================


Minimum rental commitments payable in future years are:



-----------------------------------------------------------------------
FISCAL YEARS                                               IN THOUSANDS
-----------------------------------------------------------------------
                                                        
2002                                                          $  50,233
2003                                                             50,042
2004                                                             48,029
2005                                                             46,257
2006                                                             44,983
Later years                                                     155,139
-----------------------------------------------------------------------
TOTAL MINIMUM RENTAL COMMITMENTS                               $394,683
=======================================================================


Most leases provide for the Company to pay real estate taxes and other expenses
and contingent rentals based on sales. Approximately 6% of the Company's leases
contain renewal options.


                                       46
   47
                                     GENESCO INC.
                                     AND CONSOLIDATED SUBSIDIARIES
                                     Notes to Consolidated Financial Statements


NOTE 12
SHAREHOLDERS' EQUITY
NON-REDEEMABLE PREFERRED STOCK




                                                                                                                      COMMON
                                                                        NUMBER OF SHARES        AMOUNTS IN THOUSANDS  CONVER-  NO.
                                                  SHARES     ---------------------------    ------------------------   TIBLE   OF
CLASS    (IN ORDER OF PREFERENCE)             AUTHORIZED      2001       2000       1999     2001      2000    1999    RATIO  VOTES
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Subordinated Serial Preferred (Cumulative)
   $2.30 Series 1                                64,368      36,958     37,116    37,128  $  1,478  $  1,484  $1,485     .83    1
   $4.75 Series 3                                40,449      18,163     19,369    19,369     1,816     1,937   1,937    2.11    2
   $4.75 Series 4                                53,764      16,412     16,412    16,412     1,641     1,641   1,641    1.52    1
   Series 6                                     400,000         -0-        -0-       -0-       -0-       -0-     -0-          100
$1.50 Subordinated Cumulative Preferred       5,000,000      30,017     30,017    30,017       901       901     901
-----------------------------------------------------------------------------------------------------------------------------------
                                                            101,550    102,914   102,926     5,836     5,963   5,964
Employees' Subordinated
   Convertible Preferred                      5,000,000      70,091     72,066    73,696     2,103     2,162   2,211    1.00*   1
-----------------------------------------------------------------------------------------------------------------------------------
Stated Value of Issued Shares                                                                7,939     8,125   8,175
Employees' Preferred Stock Purchase Accounts                                                  (218)     (243)   (257)
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-REDEEMABLE PREFERRED STOCK                                                      $  7,721  $  7,882  $7,918
==================================================================================================================================


*        Also convertible into one share of $1.50 Subordinated Cumulative
         Preferred Stock.


PREFERRED STOCK TRANSACTIONS


IN THOUSANDS



                                                                                                 EMPLOYEES'
                                                                          NON-REDEEMABLE          PREFERRED              TOTAL
                                                         NON-REDEEMABLE       EMPLOYEES'              STOCK     NON-REDEEMABLE
                                                              PREFERRED        PREFERRED           PURCHASE          PREFERRED
                                                                  STOCK            STOCK           ACCOUNTS              STOCK
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Balance January 31, 1998                                         $5,964           $2,409              $(428)            $7,945
------------------------------------------------------------------------------------------------------------------------------
Other                                                               -0-             (198)               171                (27)
------------------------------------------------------------------------------------------------------------------------------
Balance January 30, 1999                                          5,964            2,211               (257)             7,918
------------------------------------------------------------------------------------------------------------------------------
Other                                                                (1)             (49)                14                (36)
------------------------------------------------------------------------------------------------------------------------------
Balance January 29, 2000                                          5,963            2,162               (243)             7,882
------------------------------------------------------------------------------------------------------------------------------
Other                                                              (127)             (59)                25               (161)
------------------------------------------------------------------------------------------------------------------------------
BALANCE FEBRUARY 3, 2001                                         $5,836           $2,103             $ (218)            $7,721
==============================================================================================================================


SUBORDINATED SERIAL PREFERRED STOCK (CUMULATIVE):
Stated and redemption values for Series 1 are $40 per share and for Series 3 and
4 are each $100 per share; liquidation value for Series 1--$40 per share plus
accumulated dividends and for Series 3 and 4--$100 per share plus accumulated
dividends.


                                       47
   48
                                     GENESCO INC.
                                     AND CONSOLIDATED SUBSIDIARIES
                                     Notes to Consolidated Financial Statements


NOTE 12
SHAREHOLDERS' EQUITY, CONTINUED

The Company's shareholders' rights plan grants to common shareholders the right
to purchase, at a specified exercise price, a fraction of a share of
subordinated serial preferred stock, Series 6, in the event of an acquisition
of, or an announced tender offer for, 15% or more of the Company's outstanding
common stock. Upon any such event, each right also entitles the holder (other
than the person making such acquisition or tender offer) to purchase, at the
exercise price, shares of common stock having a market value of twice the
exercise price. In the event the Company is acquired in a transaction in which
the Company is not the surviving corporation, each right would entitle its
holder to purchase, at the exercise price, shares of the acquiring company
having a market value of twice the exercise price. The rights expire in August
2010, are redeemable under certain circumstances for $.01 per right and are
subject to exchange for one share of common stock or an equivalent amount of
preferred stock at any time after the event which makes the rights exercisable
and before a majority of the Company's common stock is acquired.

$1.50 SUBORDINATED CUMULATIVE PREFERRED STOCK:
Stated and liquidation values and redemption price--$30 per share.

EMPLOYEES' SUBORDINATED CONVERTIBLE PREFERRED STOCK:
Stated and liquidation values--$30 per share.

COMMON STOCK:
Common stock-$1 par value. Authorized: 80,000,000 shares; issued: February 3,
2001--22,149,915 shares; January 29, 2000--21,714,678 shares. There were 488,464
shares held in treasury at February 3, 2001 and January 29, 2000 not considering
the shares repurchased in Fiscal 2001, 2000 and 1999. Each outstanding share is
entitled to one vote. At February 3, 2001, common shares were reserved as
follows: 163,992 shares for conversion of preferred stock; 147,738 shares for
the 1987 Stock Option Plan; 1,344,899 shares for the 1996 Stock Option Plan;
188,714 shares for the Restricted Stock Plan for Directors; and 403,117 shares
for the Genesco Employee Stock Purchase Plan.

For the year ended February 3, 2001, 1,067,347 shares of common stock were
issued for the exercise of stock options and 14,190 shares were issued as part
of the Directors Restricted Stock Plan. In addition, the Company repurchased
646,300 shares of common stock. An additional 371,600 shares may be repurchased
under stock buy back programs announced in August 1998, January 1999 and
February 2000.

For the year ended January 29, 2000, 815,084 shares of common stock were issued
for the exercise of stock options and 11,785 shares were issued as part of the
Directors Restricted Stock Plan. In addition the Company repurchased 3,439,300
shares of common stock.

For the year ended January 30, 1999, 403,343 shares of common stock were issued
for the exercise of stock options and 2,457 shares were issued as part of the
Directors Restricted Stock Plan. In addition, the Company repurchased 2,342,800
shares of common stock.


                                       48
   49
                                     GENESCO INC.
                                     AND CONSOLIDATED SUBSIDIARIES
                                     Notes to Consolidated Financial Statements


NOTE 12
SHAREHOLDERS' EQUITY, CONTINUED

RESTRICTIONS ON DIVIDENDS AND REDEMPTIONS OF CAPITAL STOCK:
The Company's charter provides that no dividends may be paid and no shares of
capital stock acquired for value if there are dividend or redemption arrearages
on any senior or equally ranked stock. Exchanges of subordinated serial
preferred stock for common stock or other stock junior to such exchanged stock
are permitted.

The Company's revolving credit agreement restricts the payment of dividends and
other payments with respect to capital stock. At February 3, 2001, $30.7 million
was available for such payments.

The April 9, 1998 indenture, under which the Company's 5 1/2% convertible
subordinated notes due 2005 were issued, does not restrict the payment of
dividends.

Dividends declared for Fiscal 2001 for the Company's Subordinated Serial
Preferred Stock, $2.30 Series 1, $4.75 Series 3 and $4.75 Series 4, and the
Company's $1.50 Subordinated Cumulative Preferred Stock were $299,000.


                                       49
   50


                                     GENESCO INC.
                                     AND CONSOLIDATED SUBSIDIARIES
                                     Notes to Consolidated Financial Statements


NOTE 12
SHAREHOLDERS' EQUITY, CONTINUED

CHANGES IN THE SHARES OF THE COMPANY'S CAPITAL STOCK




                                                                         NON-
                                                                   REDEEMABLE      EMPLOYEES'
                                                     COMMON         PREFERRED       PREFERRED
                                                      STOCK             STOCK           STOCK
---------------------------------------------------------------------------------------------
                                                                          
Issued at January 31, 1998                          26,264,109         102,926         80,313
Exercise of options                                    296,543             -0-            -0-
Issue shares - Employee Stock Purchase Plan            106,800             -0-            -0-
Stock Repurchase                                    (2,342,800)            -0-            -0-
Other                                                    2,457             -0-         (6,617)
---------------------------------------------------------------------------------------------
Issued at January 30, 1999                          24,327,109         102,926         73,696
Exercise of options                                    692,722             -0-            -0-
Issue shares - Employee Stock Purchase Plan            122,362             -0-            -0-
Stock Repurchase                                    (3,439,300)            -0-            -0-
Other                                                   11,785             (12)        (1,630)
---------------------------------------------------------------------------------------------
Issued at January 29, 2000                          21,714,678         102,914         72,066
Exercise of options                                  1,012,765             -0-            -0-
Issue shares - Employee Stock Purchase Plan             54,582             -0-            -0-
Stock Repurchase                                      (646,300)            -0-            -0-
Other                                                   14,190          (1,364)        (1,975)
---------------------------------------------------------------------------------------------
Issued at February 3, 2001                          22,149,915         101,550         70,091
Less treasury shares                                   488,464             -0-            -0-
---------------------------------------------------------------------------------------------
OUTSTANDING AT FEBRUARY 3, 2001                     21,661,451         101,550         70,091
=============================================================================================



                                       50
   51


                                    GENESCO INC.
                                    AND CONSOLIDATED SUBSIDIARIES
                                    Notes to Consolidated Financial Statements


NOTE 13
INCOME TAXES

Income tax expense (benefit) from continuing operations is comprised of the
following:





-----------------------------------------------------------------------------------------------------
IN THOUSANDS                                        2001                  2000                   1999
-----------------------------------------------------------------------------------------------------
                                                                                    
Current
   U.S. federal                                  $17,702               $ 3,198               $  1,587
   Foreign                                           587                   615                     76
   State                                           1,565                   600                     19
Deferred
   U.S. federal                                      217                10,224                (22,335)
   Foreign                                            67                    77                   (237)
   State                                              18                   933                 (3,178)
-----------------------------------------------------------------------------------------------------
TOTAL INCOME TAX EXPENSE (BENEFIT)               $20,156               $15,647               $(24,068)
=====================================================================================================


Deferred tax assets and liabilities are comprised of the following:




---------------------------------------------------------------------------------------------------------------
                                                                             FEBRUARY 3,            January 29,
IN THOUSANDS                                                                        2001                   2000
---------------------------------------------------------------------------------------------------------------
                                                                                              
Pensions                                                                       $  (4,956)             $  (3,681)
---------------------------------------------------------------------------------------------------------------
Gross deferred tax liabilities                                                    (4,956)                (3,681)
---------------------------------------------------------------------------------------------------------------
Net capital loss carryforwards                                                       -0-                  7,726
Provisions for discontinued operations
   and restructurings                                                              6,602                  4,202
Inventory valuation                                                                1,938                  2,068
Expense accruals                                                                   7,458                  5,885
Allowances for bad debts and notes                                                 1,115                    907
Uniform capitalization costs                                                       2,832                  2,374
Depreciation                                                                       1,498                  3,142
Other                                                                              1,799                  2,095
Tax credit carryforwards                                                             373                  2,377
---------------------------------------------------------------------------------------------------------------
Gross deferred tax assets                                                         23,615                 30,776
---------------------------------------------------------------------------------------------------------------
Deferred tax asset valuation allowance                                               -0-                 (8,085)
---------------------------------------------------------------------------------------------------------------
NET DEFERRED TAX ASSETS                                                         $ 18,659               $ 19,010
===============================================================================================================



                                       51
   52
                                    GENESCO INC.
                                    AND CONSOLIDATED SUBSIDIARIES
                                    Notes to Consolidated Financial Statements


NOTE 13
INCOME TAXES, CONTINUED

The Company establishes valuation allowances in accordance with the provisions
of FASB Statement No. 109, "Accounting for Income Taxes." The Company
continually reviews the adequacy of the valuation allowance and is recognizing
these benefits only as the Company believes that it is more likely than not that
the benefits will be realized.

The Company previously limited the recognition of deferred tax assets to an
amount no greater than the amount of tax refunds the Company could claim as loss
carrybacks. In the fourth quarter of Fiscal 1999, due to increased levels of
profitability, future income projections and the substantial removal of
uncertainties surrounding the Company's divestitures, the valuation allowance
was reduced by a net $40.0 million resulting in a net tax benefit of $24.1
million. In Fiscal 2000, the valuation allowance related primarily to the
Company's capital loss carryforward which could only be used to offset capital
gains. The expiration and partial use of the Company's capital loss carryforward
in Fiscal 2001 eliminated the need for the valuation allowance.

Reconciliation of the United States federal statutory rate to the Company's
effective tax rate is as follows:




-------------------------------------------------------------------------------------------------
                                                                  2001          2000        1999
-------------------------------------------------------------------------------------------------
                                                                                  
U. S. federal statutory rate of tax                              35.00%       35.00%       34.00%
State taxes (net of federal tax benefit)                          2.90         3.73         4.50
Release of deferred tax valuation allowance                       (.40)        (.21)     (117.63)
Other                                                              .50         (.34)         .19
-------------------------------------------------------------------------------------------------
EFFECTIVE TAX RATE                                               38.00%       38.18%      (78.94%)
=================================================================================================



                                       52
   53
                                    GENESCO INC.
                                    AND CONSOLIDATED SUBSIDIARIES
                                    Notes to Consolidated Financial Statements


NOTE 14
RETIREMENT AND OTHER BENEFIT PLANS

The Company sponsors a non-contributory, defined benefit pension plan. Effective
January 1, 1996, the Company amended the plan to change the pension benefit
formula to a cash balance formula from the existing benefit calculation based
upon years of service and final average pay. The benefits accrued under the old
formula were frozen as of December 31, 1995. Upon retirement, the participant
will receive this accrued benefit payable as an annuity. In addition, the
participant will receive as a lump sum (or annuity if desired) the amount
credited to their cash balance account under the new formula.

Under the amended plan, beginning January 1, 1996, the Company credits each
participants' account annually with an amount equal to 4% of the participant's
compensation plus 4% of the participant's compensation in excess of the Social
Security taxable wage base. Beginning December 31, 1996 and annually thereafter,
the account balance of each active participant will be credited with 7% interest
calculated on the sum of the balance as of the beginning of the plan year and
50% of the amounts credited to the account, other than interest, for the plan
year. The account balance of each participant who is inactive will be credited
with interest at the lesser of 7% or the 30 year Treasury interest rate.

The Company provides health care benefits for early retirees and life insurance
benefits for certain retirees not covered by collective bargaining agreements.
Under the health care plan, early retirees are eligible for limited benefits
until age 65. Employees who meet certain requirements are eligible for life
insurance benefits upon retirement. The Company accrues such benefits during the
period in which the employee renders service.


                                       53

   54
                                    GENESCO INC.
                                    AND CONSOLIDATED SUBSIDIARIES
                                    Notes to Consolidated Financial Statements


NOTE 14
RETIREMENT AND OTHER BENEFIT PLANS, CONTINUED

ASSETS AND OBLIGATIONS

The following table sets forth the change in benefit obligation for the
respective fiscal year:




---------------------------------------------------------------------------------------------------------------------
                                                             Pension Benefits                          Other Benefits
                                                 ----------------------------          ------------------------------
IN THOUSANDS                                       2001                2000              2001                 2000
---------------------------------------------------------------------------------------------------------------------
                                                                                                  
Benefit obligation at beginning of year          $ 87,873           $ 98,263           $ 1,831                $ 2,775
Service cost                                        1,181              1,893                61                     71
Interest cost                                       7,265              6,509               128                    122
Plan participants' contributions                      -0-                -0-               116                    126
Benefits paid                                      (7,925)            (7,574)             (661)                  (375)
Actuarial (gain) or loss                            7,951            (11,218)              464                   (888)
---------------------------------------------------------------------------------------------------------------------
BENEFIT OBLIGATION AT END OF YEAR                $ 96,345           $ 87,873           $ 1,939                $ 1,831
=====================================================================================================================


The following table sets forth the change in plan assets for the respective
fiscal year:




---------------------------------------------------------------------------------------------------------------------
                                                                   Pension Benefits                   Other Benefits
                                                        ---------------------------          -----------------------
IN THOUSANDS                                               2001                2000              2001          2000
--------------------------------------------------------------------------------------------------------------------
                                                                                                 
Fair value of plan assets at beginning of year          $ 100,278           $  92,190          $ -0-         $  -0-
Actual return (loss) on plan assets                        (1,805)             10,158            -0-            -0-
Employer contributions                                      3,928               5,504            510            249
Plan participants' contributions                               -0-                 -0-           116            126
Benefits paid                                              (7,925)             (7,574)          (626)          (375)
---------------------------------------------------------------------------------------------------------------------
FAIR VALUE OF PLAN ASSETS AT END OF YEAR                $  94,476           $ 100,278          $ -0-          $ -0-
=====================================================================================================================


At February 3, 2001 and January 29, 2000, there were no Company related assets
in the plan. The pension plan assets are invested primarily in common stocks,
mutual funds, domestic bond funds and cash equivalent securities.


                                       54
   55
                                    GENESCO INC.
                                    AND CONSOLIDATED SUBSIDIARIES
                                    Notes to Consolidated Financial Statements


NOTE 14
RETIREMENT AND OTHER BENEFIT PLANS, CONTINUED

The following table sets forth the funded status of the plans for the respective
fiscal year:




--------------------------------------------------------------------------------------------------------------------------
                                                                      Pension Benefits                     Other Benefits
                                                          ----------------------------           -------------------------
IN THOUSANDS                                                2001                 2000               2001            2000
--------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Accumulated benefit obligation                            $(93,766)          $ (84,257)          $(1,939)          $(1,831)
Future pay increases                                        (2,579)             (3,616)              -0-               -0-
--------------------------------------------------------------------------------------------------------------------------
Projected benefit obligation                               (96,345)            (87,873)           (1,939)           (1,831)
Assets                                                      94,476             100,278               -0-               -0-
--------------------------------------------------------------------------------------------------------------------------
Over (under) funded projected benefit obligation            (1,869)             12,405            (1,939)           (1,831)
Transition obligation                                          824               1,649               -0-               -0-
Prior service cost                                            (949)             (1,072)              -0-               -0-
Cumulative net (gains)/losses                               14,206              (4,428)              154              (288)
--------------------------------------------------------------------------------------------------------------------------
(ACCRUED BENEFIT LIABILITY)/PREPAID BENEFIT COST          $ 12,212           $   8,554           $(1,785)          $(2,119)
===========================================================================================================================


The amounts recognized in the balance sheet consist of:




--------------------------------------------------------------------------------------------------------
                                                        Pension Benefits                Other Benefits
                                              --------------------------       -------------------------
IN THOUSANDS                                     2001             2000           2001            2000
--------------------------------------------------------------------------------------------------------
                                                                                  
Prepaid benefit cost                          $  12,212       $   8,554       $     -0-       $     -0-
Accrued benefit liability                           -0-             -0-          (1,785)         (2,119)
Intangible asset                                    -0-             -0-             -0-             -0-
Accumulated other comprehensive income              -0-             -0-             -0-             -0-
-------------------------------------------------------------------------------------------------------
NET AMOUNT RECOGNIZED ON BALANCE SHEET        $  12,212       $   8,554       $  (1,785)      $  (2,119)
=======================================================================================================



ASSUMPTIONS

-----------------------------------------------------------------------------------------------
                                               Pension Benefits                Other Benefits
                                           -----------------------          -------------------
                                            2001              2000           2001         2000
-----------------------------------------------------------------------------------------------
                                                                              
Discount rate                                7.875%           8.00%           8.00%        8.00%
Expected return on plan assets                9.50%           9.50%             --           --
Rate of compensation increase                 4.50%           5.00%             --           --


The weighted average discount rate used to measure the benefit obligation for
the pension plan decreased from 8.00% to 7.875% from Fiscal 2000 to Fiscal 2001.
The decrease in the rate increased the accumulated benefit obligation by $1.2
million and increased the projected benefit obligation by $1.2 million. The
weighted average discount rate used to measure the benefit obligation for the
pension plan increased from 6.75% to 8.00% from Fiscal 1999 to Fiscal 2000. The
increase in the rate decreased the accumulated benefit obligation by $11.3
million and decreased the projected benefit obligation by $12.4 million.


                                       55
   56


                                    GENESCO INC.
                                    AND CONSOLIDATED SUBSIDIARIES
                                    Notes to Consolidated Financial Statements


NOTE 14
RETIREMENT AND OTHER BENEFIT PLANS, CONTINUED

For measurement purposes, a 7.50% increase in the health care cost trend rate
was used for Fiscal 2001. The trend rate is assumed to decrease gradually to
5.00% by Fiscal 2013. The effect on disclosure information of one percentage
point change in the assumed health care cost trend rate for each future year is
shown below.



                                                                 1% DECREASE      1% INCREASE
       (IN THOUSANDS)                                               IN RATES         IN RATES
                                                                ---------------  --------------
                                                                               
       Aggregated service and interest cost                     $    (19)            $    23
       Accumulated postretirement benefit obligation            $   (111)            $   127


PENSION EXPENSE




------------------------------------------------------------------------------------------------------------------------------
                                                                   Pension Benefits                              Other Benefits
                                        -------------------------------------------           ---------------------------------
IN THOUSANDS                               2001              2000              1999           2001          2000          1999
------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Service cost                            $ 1,181           $ 1,893           $ 1,575           $ 61          $ 71          $ 84
Interest cost                             7,265             6,509             6,460            128           122           180
Expected return on plan assets           (8,877)           (7,900)           (7,171)           -0-           -0-           -0-
Amortization:
     Transition obligation                  825               825               825            -0-           -0-           -0-
     Prior service cost                    (123)             (123)             (123)           -0-           -0-           -0-
     Losses                                 -0-               473               476             22            28            62
------------------------------------------------------------------------------------------------------------------------------
     Net amortization                       702             1,175             1,178             22            28            62
------------------------------------------------------------------------------------------------------------------------------
NET PERIODIC BENEFIT COST               $   271           $ 1,677           $ 2,042           $211          $221          $326
==============================================================================================================================


SECTION 401(K) SAVINGS PLAN

The Company has a Section 401(k) Savings Plan available to employees who have
completed one full year of service and are age 21 or older.

Concurrent with the January 1, 1996 amendment to the pension plan (discussed
previously), the Company amended the 401(k) savings plan to make matching
contributions equal to 50% of each employee's contribution of up to 5% of
salary. Matching funds vest after five years of service with the Company. Years
of service earned prior to the adoption of this change contribute toward the
vesting requirement. The contribution expense to the Company for the matching
program was approximately $0.9 million for Fiscal 2001 and $1.0 million for
Fiscal 2000 and 1999.


                                       56
   57

                                    GENESCO INC.
                                    AND CONSOLIDATED SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
NOTE 15
EARNINGS PER SHARE



------------------------------------------------------------------------------------------------------------------
                                             FOR THE YEAR ENDED                       FOR THE YEAR ENDED
                                                 FEB. 3, 2001                            JAN. 29, 2000
                                   --------------------------------------   -------------------------------------
(IN THOUSANDS, EXCEPT                 INCOME        SHARES      PER-SHARE     INCOME        SHARES      PER-SHARE
 PER SHARE AMOUNTS)                 (NUMERATOR)  (DENOMINATOR)    AMOUNT    (NUMERATOR)  (DENOMINATOR)    AMOUNT
------------------------------------------------------------------------------------------------------------------
                                                                                      
Earnings before
   discontinued operations and
   extraordinary loss                $ 32,831                               $25,335

Less: Preferred stock dividends          (299)                                 (300)
------------------------------------------------------------------------------------------------------------------

BASIC EPS
Income available to
   common shareholders                 32,532      21,513        $ 1.51      25,035         22,392  $    1.12
                                                                 ======                             =========
EFFECT OF DILUTIVE SECURITIES
   Options                                            522                                      644
   5 1/2% convertible subordinated
     notes                              3,881       4,918                     3,787          4,918
   Contingent Options(1)                               -0-                                      -0-
   Employees' Preferred Stock(2)                       70                                       73
------------------------------------------------------------------------------------------------------------------

DILUTED EPS
Income available to common
   shareholders plus assumed
   conversions                       $ 36,413      27,023        $ 1.35     $28,822         28,027  $    1.03
==================================================================================================================




-----------------------------------------------------------------------------
                                           FOR THE YEAR ENDED
                                               JAN. 30, 1999
                             -----------------------------------------------
(IN THOUSANDS, EXCEPT                    INCOME       SHARES      PER-SHARE
 PER SHARE AMOUNTS)                   (NUMERATOR)  (DENOMINATOR)    AMOUNT
---------------------------------------------------------------------------
                                                         
Earnings before
   discontinued operations and
   extraordinary loss                  $54,558

Less: Preferred stock dividends           (300)
---------------------------------------------------------------------------

BASIC EPS
Income available to
   common shareholders                  54,258        25,461       $  2.13
                                                                   =======
EFFECT OF DILUTIVE SECURITIES
   Options                                             1,042
   5 1/2% convertible subordinate
     notes                               3,124         3,969
   Contingent Options(1)                                  67
   Employees' Preferred Stock(2)                          78
---------------------------------------------------------------------------

DILUTED EPS
Income available to common
   shareholders plus assumed
   conversions                         $57,382        30,617       $  1.87
===========================================================================



(1) These options are contingent upon service to the Company and the Company's
    common stock trading at various prices. See Note 16 to the Consolidated
    Financial Statements under "Restricted Stock Options."

(2) The Company's Employees' Subordinated Convertible Preferred Stock is
    convertible one for one to the Company's common stock. Because there are no
    dividends paid on this stock, these shares are assumed to be converted.

The amount of the dividend on the convertible preferred stock per common share
obtainable on conversion of the convertible preferred is higher than basic
earnings per share for the period. Therefore, conversion of the convertible
preferred stock is not reflected in diluted earnings per share, because it would
have been antidilutive. The shares convertible to common stock for Series 1, 3
and 4 preferred stock would have been 30,675, 38,324 and 24,946, respectively.

There were no options excluded from the computation of diluted earnings per
share for Fiscal 2001 because all the options' exercise prices were lower than
the average market price of the common shares.

Options to purchase 343,500 shares of common stock at $13.19 per share, 123,000
shares of common stock at $12.75 per share, 28,000 shares of common stock at
$13.69 per share and 10,000 shares of common stock at $13.06 per share were
outstanding at the end of Fiscal 2000 but were not included in the computation
of diluted earnings per share because the options' exercise price was greater
than the average market price of the common shares.

Options to purchase 284,000 shares of common stock at $11.00 per share, 157,250
shares of common stock at $12.75 per share and 250,000 shares of common stock at
$6.06 per share were outstanding at the end of Fiscal 1999 but were not included
in the computation of diluted earnings per share because the options' exercise
price was greater than the average market price of the common shares.


The weighted shares outstanding reflects the effect of the stock buy back
program of up to 6.8 million shares announced by the Company in Fiscal 1999,
2000 and 2001. The Company has repurchased 6.4 million shares as of February 3,
2001.


                                       57
   58
                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 16

STOCK OPTION PLANS

The Company's stock-based compensation plans, as of February 3, 2001, are
described below. The Company applies APB Opinion 25 and related Interpretations
in accounting for its plans. Accordingly, no compensation cost has been
recognized other than for its restricted stock options. The compensation cost
that has been charged against income for its restricted plans was $3.8 million,
$0.6 million and $1.1 million for Fiscal 2001, 2000 and 1999, respectively. The
compensation cost that has been charged against shareholders' equity for its
directors' restricted stock plan was $110,000, $105,000 and $89,000 for Fiscal
2001, 2000 and 1999, respectively. Had compensation cost for all of the
Company's stock-based compensation plans been determined based on the fair value
at the grant dates for awards under those plans consistent with the methodology
prescribed by FAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:



                                                          Fiscal Years
                                            ----------------------------------------
(In thousands, except per share amounts)       2001             2000            1999
                                            -------          -------         -------
                                                                 
Net Income                 As reported      $29,598          $25,922         $53,128
                           Pro forma        $28,422          $24,839         $52,464

Diluted EPS                As reported      $  1.23          $  1.05         $  1.83
                           Pro forma        $  1.18          $  1.01         $  1.81

Basic EPS                  As reported      $  1.36          $  1.14         $  2.07
                           Pro forma        $  1.31          $  1.10         $  2.05


FIXED STOCK OPTION PLANS

The Company has two fixed option plans. Under the 1987 Stock Option Plan, the
Company may grant options to its management personnel for up to 2.2 million
shares of common stock. Under the 1996 Stock Incentive Plan, the Company may
grant options to its officers and other key employees of and consultants to the
Company for up to 2.3 million shares of common stock, which excludes 200,000
shares reserved for issuance to outside directors. Under both plans, the
exercise price of each option equals the market price of the Company's stock on
the date of grant and an option's maximum term is 10 years. Options granted
under both plans vest 25% at the end of each year with the exception of shares
granted February 20, 1995 which vest 20% at the end of each year.


                                       58
   59

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 16

STOCK OPTION PLANS, CONTINUED

With regard to the 200,000 shares reserved for issuance to outside directors, an
automatic grant of restricted stock will be given to outside directors on the
date of the annual meeting of shareholders at which an outside director is first
elected. The outside director restricted stock shall vest with respect to
one-third of the shares each year as long as the director is still serving as a
director. Once the shares have vested, the director is restricted from selling,
transferring, pledging or assigning the shares for an additional two years.
There were 926 shares and 1,139 shares of restricted stock issued to directors
for Fiscal 2001 and 2000, respectively. There were no shares issued in Fiscal
1999. An outside director may elect irrevocably to receive all or a specified
portion of his annual retainers for board membership and any committee
chairmanship for the following fiscal year in a number of shares of restricted
stock (the "Retainer Stock"). Shares of the Retainer Stock shall be granted as
of the first business day of the fiscal year as to which the election is
effective, subject to forfeiture to the extent not earned upon the Outside
Director's ceasing to serve as a director or committee chairman during such
fiscal year. Once the shares are earned, the director is restricted from
selling, transferring, pledging or assigning the shares for an additional four
years. There were 9,116 shares, 9,157 shares and 4,555 shares of Retainer Stock
issued to directors for Fiscal 2001, 2000 and 1999, respectively. Annually on
the date of the annual meeting of shareholders, each outside director shall
receive the automatic grant of options to purchase 4,000 shares of common stock
at an exercise price equal to the fair market value of the common stock on the
date of grant. These stock options become exercisable six months after their
respective dates of grant, and expire in ten years. There were 32,000 and 28,000
shares of stock options issued to directors for Fiscal 2001 and 2000,
respectively.

The weighted-average fair value of each option granted in the fixed stock option
plans described above is estimated on the date of grant using the Black-Scholes
option-pricing model -average assumptions used for grants in Fiscal 2001, 2000
and 1999, respectively: expected volatility of 62, 62 and 62 percent; risk-free
interest rates of 5.3, 6.7 and 5.0 percent; and expected lives of 6.7, 7.6 and
7.0 years, respectively.


                                       59
   60

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 16

STOCK OPTION PLANS, CONTINUED

A summary of the status of the Company's fixed stock option plans as of February
3, 2001, January 29, 2000 and January 30, 1999 and changes during the years
ended on those dates is presented below:



                                                  2001                           2000                          1999
                                      -----------------------------  -----------------------------  -----------------------------
                                                   WEIGHTED-AVERAGE               Weighted-Average               Weighted-Average
FIXED OPTIONS                           SHARES      EXERCISE PRICE     Shares      Exercise Price     Shares      Exercise Price
-------------                         ----------   ----------------  ----------   ----------------  ----------   ----------------
                                                                                               
Outstanding at beginning of year       1,917,990      $     7.87      2,271,389      $     5.76      2,528,655      $     5.88
Granted                                  337,000           16.85        387,500           13.23        268,000            6.06
Exercised                               (894,316)           5.57       (591,711)           3.13       (229,876)           4.21
Forfeited                                (99,250)          11.13       (149,188)           8.54       (295,390)           8.29
                                      ----------      ----------     ----------      ----------     ----------      ----------
Outstanding at end of year             1,261,424      $    11.69      1,917,990      $     7.87      2,271,389      $     5.76
                                      ==========      ==========     ==========      ==========     ==========      ==========

Options exercisable at year-end          568,424                      1,238,989                      1,279,034
Weighted-average fair value of
    options granted during the year   $    11.07                     $     9.27                     $     4.02


The following table summarizes information about fixed stock options outstanding
at February 3, 2001:



                                   Options Outstanding                       Options Exercisable
                  --------------------------------------------------   ------------------------------
                    NUMBER       Weighted-Average                        NUMBER
    Range of      OUTSTANDING       Remaining       Weighted-Average   EXERCISABLE   Weighted-Average
Exercise Prices    AT 2/3/01     Contractual Life    Exercise Price      AT 2/3/01    Exercise Price
---------------   -----------   -----------------   ----------------   -----------   ----------------
                                                                      
$1.875 -  2.75        19,725          3.8 years         $  2.39           19,725          $  2.39
 3.375 -  5.00       153,321          4.8                  4.66          153,321             4.66
  5.50 -  7.75       140,671          7.5                  6.06           37,421             6.07
  9.00 - 12.75       283,780          6.2                 11.03          252,405            10.84
 13.00 - 17.75       658,927          9.2                 14.99          105,552            14.04
 18.00 - 24.25         5,000          9.9                 24.06              -0-              -0-
                   ---------          ---               -------          -------          -------
$1.875 - 24.25     1,261,424          7.8               $ 11.69          568,424          $  9.16
                   =========          ===               -======          =======          =======


RESTRICTED STOCK OPTIONS

On January 10, 1997, 200,000 shares of restricted stock were granted to the
chairman of the board under the 1996 Stock Incentive Plan. The stock price at
the date of grant was $9 per share. The restrictions lapsed for one third of the
shares (66,667 shares) on January 31, 1998 and the second one third of the
shares on January 31, 1999. The restrictions would lapse for the last one third
of the shares on January 31, 2000 if (1) the chairman remains on the board of
the Company and serves as chairman or in such other capacity as the board may
request through that date and (2) the Company's common stock trades at or above
$15.00 per share for 20 consecutive trading days during Fiscal 2000. The
chairman resigned in the fourth quarter of Fiscal 2000. The last one third of
the shares were not issued since the above conditions were not met. There was
compensation income of $0.5 million for these options in Fiscal 2000.
Compensation cost charged against income for these options was $0.8 million in
Fiscal 1999.

As of the beginning of the first quarter of Fiscal 1999, a three year long term
incentive plan was approved for the president - CEO (at that time) which covered
Fiscal 1999 through Fiscal 2001. The incentive plan provides a maximum of
300,000 performance shares of stock to be awarded based on cumulative revenue
growth, cumulative earnings before income taxes to sales ratio and cumulative
assets to sales ratio. There were 118,449 and 34,344 shares issued in Fiscal
2001 and 2000, respectively. Compensation cost charged against income for these
options was $3.7 million, $1.1 million and $0.4 million in Fiscal 2001, 2000 and
1999, respectively.


                                       60
   61

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 16

STOCK OPTION PLANS, CONTINUED

On October 16, 2000, another three year long term incentive plan was approved
for the Chairman and CEO which covers Fiscal 2002 through Fiscal 2004. The
incentive plan provides a target payout of $470,000 in stock if the Company's
total return to shareholders equals the average of two published indices, the
Bloomberg U.S. Apparel Index and the S & P 500 Consumer Cyclical Index. The
number of shares to be issued is based on the closing price of the stock on
October 16, 2000 or $16.63 per share which totals 28,262 shares. These shares
vest 100% at the end of three years as long as the Chairman and CEO has either
remained an employee or director, or (if he has retired) has not violated the
terms of a non-compete provision. Compensation cost charged against income for
these options was $39,000 in Fiscal 2001.

EMPLOYEE STOCK PURCHASE PLAN

Under the Employee Stock Purchase Plan, the Company is authorized to issue up to
1.0 million shares of common stock to those full-time employees whose total
annual base salary is less than $100,000. Under the terms of the Plan, employees
can choose each year to have up to 15 percent of their annual base earnings
withheld to purchase the Company's common stock. The purchase price of the stock
is 85 percent of the closing market price of the stock on either the exercise
date or the grant date, whichever is less. Under the Plan, the Company sold
54,582 shares, 122,362 shares and 106,800 shares to employees in Fiscal 2001,
2000 and 1999, respectively. Compensation cost is recognized for the fair value
of the employees' purchase rights, which was estimated using the Black-Scholes
model with the following assumptions for Fiscal 2001, 2000 and 1999,
respectively: an expected life of 1 year for all years; expected volatility of
58, 47 and 82 percent; and risk-free interest rates of 5.1, 6.1 and 4.6 percent.
The weighted-average fair value of those purchase rights granted in Fiscal 2001,
2000 and 1999 was $6.86, $4.26 and $2.47, respectively.

STOCK PURCHASE PLANS

Stock purchase accounts arising out of sales to employees prior to 1972 under
certain employee stock purchase plans amounted to $226,000 and $250,000 at
February 3, 2001 and January 29, 2000, respectively, and were secured at
February 3, 2001, by 12,107 employees' preferred shares. Payments on stock
purchase accounts under the stock purchase plans have been indefinitely
deferred. No further sales under these plans are contemplated.


                                       61
   62

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 17

LEGAL PROCEEDINGS

New York State Environmental Proceedings

The Company is a defendant in a civil action filed by the State of New York
against the City of Gloversville, New York, and 33 other private defendants. The
action arose out of the alleged disposal of certain hazardous material directly
or indirectly into a municipal landfill and seeks recovery under a federal
environmental statute and certain common law theories for the costs of
investigating and performing remedial actions and damage to natural resources.
The environmental authorities have selected a plan of remediation for the site
with a total estimated cost of approximately $12.0 million. The Company was
allocated liability for a 1.31% share of the remediation cost in non-binding
mediation with other defendants and the State of New York. The State has offered
to release the Company from further liability related to the site in exchange
for payment of its allocated share plus a small premium, and the Company has
accepted. Assuming the settlement is completed as proposed, the Company believes
it has fully provided for its liability in connection with the site.

The Company has received notice from the New York State Department of
Environmental Conservation (the "Department") that it deems remedial action to
be necessary with respect to certain contaminants in the vicinity of a knitting
mill operated by a former subsidiary of the Company from 1965 to 1969, and that
it considers the Company a potentially responsible party. In August 1997, the
Department and the Company entered into a consent order whereby the Company
assumed responsibility for conducting a remedial investigation and feasibility
study ("RIFS") and implementing an interim remediation measure with regard to
the site, without admitting liability or accepting responsibility for any future
remediation of the site. In conjunction with the consent order, the Company
entered into an agreement with the owner of the site providing for a release
from liability for property damage and for necessary access to the site, for
payments totaling $400,000. The Company estimates that the cost of conducting
the RIFS and implementing the interim remedial measure will be in the range of
$2.2 million to $2.6 million. The Company believes that it has adequately
reserved for the costs of conducting the RIFS and implementing the interim
remedial measure contemplated by the consent order, but there is no assurance
that the consent order will ultimately resolve the matter. The Company has not
ascertained what responsibility, if any, it has for any contamination in
connection with the facility or what other parties may be liable in that
connection and is unable to predict whether its liability, if any, beyond that
voluntarily assumed by the consent order will have a material effect on its
financial condition or results of operations.


                                       62
   63

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 17

LEGAL PROCEEDINGS, CONTINUED

WHITEHALL ENVIRONMENTAL SAMPLING

Pursuant to a work plan approved by the Michigan Department of Environmental
Quality ("MDEQ") the Company has performed sampling and analysis of soil,
sediments, surface water, groundwater and waste management areas at the
Company's Volunteer Leather Company facility in Whitehall, Michigan. On June 29,
1999, the Company submitted a remedial action plan (the "Plan") for the site to
MDEQ. The Plan proposed no direct remedial action with respect to soils at the
site, which are in compliance with applicable regulatory standards, or lake
sediments, which the Company believes do not pose a threat to human health or
the environment and do not violate any applicable regulatory standard. The Plan
included the filing of certain restrictive covenants encumbering the tannery
property to prevent activities disturbing the lake sediments and uses of the
property inconsistent with the applicable regulatory standards. The Company,
with the approval of MDEQ, previously installed horizontal wells to capture
groundwater from a portion of the site and treat it by air sparging. The Plan
proposed continued operation of this system for an indefinite period and
monitoring of groundwater samples to ensure that the system is functioning as
intended. The Plan is subject to MDEQ approval. In December 1999, MDEQ responded
to the Plan with a request for further information.

On June 30, 1999, the City of Whitehall filed an action against the Company in
the circuit court for the City of Muskegon alleging that the Company's and its
predecessors' past wastewater management practices have adversely affected the
environment, and seeking injunctive relief under Parts 17 and 201 of the
Michigan Natural Resources Environmental Protection Act ("MNREPA") to require
the Company to correct the alleged pollution. Further, the City alleges
violations of City ordinances prohibiting blight and litter, and that the
Whitehall Volunteer Leather plant constitutes a public nuisance. The Company
filed an answer denying the material allegations of the complaint and asserting
affirmative defenses and counterclaims against the City. The Company also moved
to join the State of Michigan as a party to the action, since it has primary
responsibility for administration of the environmental statutes underlying most
of the City's claims. The State moved to dismiss the Company's action against it
and to intervene in the case on a limited basis, seeking declaratory and
injunctive relief regarding the restrictive covenants on the property, the
State's jurisdiction under MNREPA Part 201 and its right of access to the
property. On May 5, 2000, the court dismissed the Company's action against the
State; the cross actions between the City and the Company remain.

In connection with its decision during the second quarter of Fiscal 2001 to exit
the leather business and to shut down the Whitehall facility, the Company
formally proposed a compromise remediation plan (the "Compromise Proposal"),
including limited sediment removal and additional upland remediation to bring
the property into compliance with regulatory standards for non-industrial uses.
The Company estimated that the Compromise Proposal would include incremental
costs of approximately $2.2 million, which were fully provided for during the
quarter.


                                       63
   64

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 17

LEGAL PROCEEDINGS, CONTINUED

If the Compromise Proposal is approved and the litigation's outcome does not
require additional remediation of the site, the Company does not expect
remediation to have a material impact on its financial condition or results of
operations. However, there can be no assurance that the Compromise Proposal will
be approved, and the Company is unable to predict whether any further
remediation that may ultimately be required will have a material effect on its
financial condition or results of operations.

WHITEHALL ACCIDENT

On June 4, 1999, a truck driver working under contact with a carrier for a
chemical vendor died after inhaling a toxic vapor produced when he deposited a
chemical compound that he was delivering to the Company's Whitehall, Michigan
leather tannery into a tank containing another chemical solution. Regulatory
authorities, including the National Transportation Safety Board and the Michigan
Occupational Safety and Health Administration, investigated the incident. The
Michigan agency issued six citations alleging regulatory infractions identified
in the course of a general compliance review following the accident. Proposed
monetary penalties associated with the citations total $15,100. The Company
contested the citations; ultimately, the monetary penalties were reduced to
$7,600, which the Company has paid. On March 14, 2000, the estate of the
deceased truck driver brought an action against the Company in Michigan state
court alleging that the Company's negligent acts and omissions caused his death
and seeking unspecified damages. In February 2001, the Company reached a
settlement of the action, which was funded by insurance. The Company does not
expect any additional material effects related to the accident.

Threatened Contribution Claim

The Company has been advised by the current owner of an adhesives manufacturing
business formerly owned by the Company that the owner has been named a
third-party defendant in a suit brought under CERCLA relating to an Alabama
solvent recycling facility allegedly used by the business. According to the
owner, it would in turn seek contribution from the Company against any portion
of its liability arising out of the Company's operation of the business prior to
its 1986 divestiture. The current owner has advised the Company that available
information on volumes of contaminants at the site indicates that the entire
share of liability related to the adhesives business is de minimis, not likely
to exceed $50,000. Based on information concerning its relative contribution of
wastes to the site the Company has agreed to accept approximately 40% of up to
$50,000 in liability imposed on the adhesives business and the current owner and
one other former owner have agreed to accept the balance of such liability up to
$50,000. The Company does not expect this threatened claim to have a material
adverse effect on its financial condition or results of operations.


                                       64
   65

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 18

BUSINESS SEGMENT INFORMATION

The Company currently operates four reportable business segments (not including
corporate): Journeys; Jarman, comprised primarily of the Jarman and Underground
Station retail footwear chains; Johnston & Murphy, comprised of Johnston &
Murphy retail stores, direct marketing and wholesale distribution; and Licensed
Brands, comprised of Dockers and Nautica Footwear. The Company has ended the
license agreement with Nautica Apparel, Inc. to market Nautica footwear
effective January 31, 2001. In Fiscal 2000 the Company operated the Other Retail
segment, comprised of General Shoe Warehouse and the Jarman Leased departments,
both of which were closed in Fiscal 2000. All the Company's segments sell
footwear products at either retail or wholesale. The Company also operated the
Leather segment in Fiscal 2000 and some of Fiscal 2001. The Company sold certain
assets of its Volunteer Leather business on June 19, 2000, and has discontinued
all Leather segment operations.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies.

The Company's reportable segments are based on the way management organizes the
segments in order to make operating decisions and assess performance along types
of products sold. Journeys and Jarman sells primarily branded products from
other companies while Johnston & Murphy and Licensed Brands sells primarily the
Company's owned and licensed brands.

Corporate assets include cash, deferred income taxes, prepaid pension cost and
deferred note expense. The Company does not allocate certain costs to each
segment in order to make decisions and assess performance. These costs include
corporate overhead, restructuring gains and losses, interest expense, interest
income, and other charges. Other includes severance, litigation and
environmental charges.



---------------------------------------------------------------------------------------------------------------------------
                                                             JOHNSTON       LICENSED
FISCAL 2001                        JOURNEYS     JARMAN       & MURPHY         BRANDS    LEATHER    CORPORATE   CONSOLIDATED
---------------------------------------------------------------------------------------------------------------------------
                                                                                          
Sales                               $300,758    $109,791      $188,152       $85,262    $  -0-      $     -0-    $683,963
Intercompany sales                       -0-         -0-           (92)       (3,705)      -0-            -0-      (3,797)
---------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS      300,758     109,791       188,060        81,557       -0-            -0-     680,166
---------------------------------------------------------------------------------------------------------------------------

Operating income (loss)               41,869       8,395        24,636         4,695       -0-        (15,921)     63,674
Restructuring charge                     -0-         -0-           -0-           -0-       -0-          3,433       3,433
Interest expense                         -0-         -0-           -0-           -0-       -0-          8,618       8,618
Interest income                          -0-         -0-           -0-           -0-       -0-          1,418       1,418
Other                                    -0-         -0-           -0-           -0-       -0-            (54)        (54)
---------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES AND
   DISCONTINUED OPERATIONS            41,869       8,395        24,636         4,695       -0-        (26,608)      52,987
---------------------------------------------------------------------------------------------------------------------------

Total assets                          93,761      37,468        71,359        28,658       989        119,928      352,163
Depreciation                           5,070       2,334         2,890            99       149          2,658       13,200
Capital expenditures                  17,133       9,433         4,917           399       -0-          2,853       34,735



                                       65
   66

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 18

BUSINESS SEGMENT INFORMATION, CONTINUED



----------------------------------------------------------------------------------------------------------------------------------
                                                               Other      Johnston   Licensed
Fiscal 2000                         Journeys     Jarman       Retail      & Murphy      Brands   Leather   Corporate  Consolidated
----------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Sales                               $215,318    $86,897     $  8,840     $ 167,822     $78,818    $  -0-   $     -0-     $ 557,695
Intercompany sales                       -0-        -0-          -0-          (363)     (4,300)      -0-         -0-        (4,663)
----------------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS      215,318     86,897        8,840       167,459      74,518       -0-         -0-       553,032
----------------------------------------------------------------------------------------------------------------------------------

Operating income (loss)               29,719      4,336         (500)       22,187       2,488       -0-     (10,869)       47,361
Interest expense                         -0-        -0-          -0-           -0-         -0-       -0-       8,152         8,152
Interest income                          -0-        -0-          -0-           -0-         -0-       -0-       2,165         2,165
Other                                    -0-        -0-          -0-           -0-         -0-       -0-        (392)         (392)
----------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES AND
   DISCONTINUED OPERATIONS            29,719      4,336         (500)       22,187       2,488       -0-     (17,248)       40,982
----------------------------------------------------------------------------------------------------------------------------------

Total assets                          65,256     23,910          992        61,693      28,678     9,670     110,966       301,165
Depreciation                           3,382      1,724          155         2,763         213       460       1,817        10,514
Capital expenditures                  12,338      2,600           99         3,604          89        47       3,535        22,312
----------------------------------------------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------------------------------------------
                                                       Other   Johnston  Licensed              Western
Fiscal 1999                      Journeys    Jarman   Retail   & Murphy    Brands   Leather       Boot  Corporate  Consolidated
-------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Sales                            $159,965   $83,315  $56,184  $ 149,661   $72,337    $  -0-   $ 16,560   $    -0-      $538,022
Intercompany sales                    -0-       -0-      -0-     (1,281)   (4,577)      -0-        -0-        -0-        (5,858)
-------------------------------------------------------------------------------------------------------------------------------
NET SALES TO EXTERNAL CUSTOMERS   159,965    83,315   56,184    148,380    67,760       -0-     16,560        -0-       532,164
-------------------------------------------------------------------------------------------------------------------------------

Operating income (loss)            21,704     2,983    2,214     19,708     2,435       -0-     (1,309)   (11,007)       36,728
Restructuring gain                    -0-       -0-      -0-        -0-       -0-       -0-        -0-     (2,403)       (2,403)
Interest expense                      -0-       -0-      -0-        -0-       -0-       -0-        -0-      9,250         9,250
Interest income                       -0-       -0-      -0-        -0-       -0-       -0-        -0-      2,639         2,639
Other                                 -0-       -0-      -0-        -0-       -0-       -0-        -0-     (2,030)       (2,030)
-------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES,
   DISCONTINUED OPERATIONS AND
   EXTRAORDINARY LOSS              21,704     2,983    2,214     19,708     2,435       -0-    (1,309)    (17,245)       30,490
-------------------------------------------------------------------------------------------------------------------------------

Total assets                       52,125    25,395   15,772     59,925    28,873     8,759       -0-     116,349       307,198
Depreciation                        2,591     1,676      469      2,423       238       556       336       1,402         9,691
Capital expenditures                9,330     3,468      598      4,351        93       157       -0-       5,515        23,512



                                       66
   67

                   GENESCO INC.
                   AND CONSOLIDATED SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 19

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)



                                              1ST QUARTER                  2ND QUARTER
(IN THOUSANDS, EXCEPT                   ----------------------      -------------------------
    PER SHARE AMOUNTS)                     2001          2000           2001             2000
---------------------------------------------------------------------------------------------
                                                                         
Net sales                               $146,644      $123,766      $143,243         $121,308

Gross margin                              68,306        57,467        68,966           56,520

Pretax earnings                           10,190         6,611         9,041            6,968

Earnings before
 discontinued operations                   6,193         3,945         5,531            4,223

Net earnings                               5,961         4,067         2,562(1)         4,176

Diluted earnings per common share:
 Before discontinued operations              .26           .16           .24              .18
 Net earnings                                .25           .16           .13              .17
=============================================================================================



-------------------------------------------------------------------------------------------------------------------------
                                              3RD QUARTER                  4TH QUARTER                   FISCAL YEAR
(IN THOUSANDS, EXCEPT                   ----------------------      -------------------------      ----------------------
    PER SHARE AMOUNTS)                      2001          2000         2001              2000          2001          2000
-------------------------------------------------------------------------------------------------------------------------
                                                                                               
Net sales                               $176,086      $140,309      $124,193         $167,649      $680,166      $553,032

Gross margin                              82,662        65,167       102,579           77,106       322,513       256,260

Pretax earnings                           14,340         9,707        19,416(2)        17,696        52,987        40,982

Earnings before
 discontinued operations                   8,785         5,857        12,322           11,310        32,831        25,335

Net earnings                               8,785         6,204        12,290           11,475        29,598        25,922

Diluted earnings per common share:
 Before discontinued operations              .36           .25           .49              .45          1.35          1.03
 Net earnings                                .36           .26           .49              .45          1.23          1.05
=========================================================================================================================


(1)  Includes a loss of $3.0 million, net of tax, from discontinued operations
     (see Note 2).
(2)  Includes a restructuring charge of $4.4 million (see Note 2).


                                       67
   68


ITEM 9, CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                                    PART III

ITEM 10, DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company incorporates by reference the (i) information regarding directors of
the Company appearing under the heading "Information Concerning Nominees" to be
included in the Company's proxy statement relating to the annual meeting of
shareholders scheduled for June 27, 2001 (the "Proxy Statement") and (ii)
information regarding compliance by persons subject to Section 16(a) of the
Securities Exchange Act of 1934 appearing under the heading "Compliance with
Beneficial Ownership Reporting Rules" to be included in the Proxy Statement.
Information regarding the executive officers of the Company appears under the
heading "Executive Officers of Genesco" in this report following Item 4 of Part
I.

ITEM 11, EXECUTIVE COMPENSATION

The Company incorporates by reference the (i) information regarding the
compensation of directors of the Company to appear under the heading "Director
Compensation" in the Proxy Statement and (ii) information regarding the
compensation of the Company's executive officers to appear under the heading
"Executive Compensation" in the Proxy Statement.

ITEM 12, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding beneficial ownership of the Company's voting securities by
(i) the Company's directors, (ii) certain executive officers and (iii) the
officers and directors of the Company as a group is incorporated by reference to
the Proxy Statement.

The following information regarding beneficial ownership on March 31, 2001
(except as indicated) of the Company's voting securities is furnished with
respect to each person or group of persons acting together who, as of such date,
was known by the Company to be the beneficial owner of more than five percent of
any class of the Company's voting securities. Beneficial ownership of the shares
consists of sole voting and investment power except as otherwise noted.



                                              CLASS OF          NO. OF         PERCENT OF
NAME AND ADDRESS                               STOCK*           SHARES            CLASS
                                              --------        -----------      ----------
                                                                      
AIM Management Group Inc.                      Common         1,134,640(1)        5.2
11 Greenway Plaza, Suite 100
Houston, TX  77046


JP Morgan Chase & Co.                          Common         1,404,465(2)        6.4
270 Park Avenue
New York, NY  10017



                                       68
   69



                                                                                     
Jeannie Bussetti                                           Series 1            3,000           8.1
12 Carteret Drive
Pomona, NY  10970

Joseph Bussetti                                            Series 1            2,000           5.4
52 South Lilburn Drive
Garnerville, NY  10923

Ronald R. Bussetti                                         Series 1            2,000           5.4
12 Carteret Drive
Pomona, NY   10970

S. Robert Weltz, Jr.                                       Series 1            2,308           6.2
415 Hot Springs Road
Santa Barbara, CA  93108

Empire & Co.                                               Series 1            5,889          15.9
P. O. Box 426
Exchange Place Station
69 Montgomery St.
Jersey City, NJ  07803

Empire & Co.                                               Series 3            4,226          23.3
P. O. Box 426
Exchange Place Station
69 Montgomery St.
Jersey City, NJ  07803

Hazel Grossman                                             Series 3            1,074           5.9
30 Argyle Ave., Apt. 209
Riverside, RI  02915

Jack Rubens                                                Series 3            1,514           8.3
5114 Windsor Parke Dr.
Boca Raton, FL  33496

Barbara F. Grossman Wasserspring                           Series 3              933           5.1
75 Cooper Drive
Great Neck, NY  11023

Melissa Evins                                              Series 4            2,893          17.6
417 East 57th Street
New York, NY   10022



                                       69
   70


                                                                                     
Reed Evins                                                 Series 4           2,418           14.7
417 East 57th Street
Apt. 32B
New York, NY   10022

James H. Cheek, Jr.                                        Subordinated       2,413            8.0
Apt. 407                                                   Cumulative
11 Burton Hills Blvd.                                      Preferred
Nashville, TN   37215


--------------

* See Note 12 to the Consolidated Financial Statements included in Item 8 and
under the heading "Voting Securities" included in the Company's Proxy Statement
for a more complete description of each class of stock.

(1)      This information is from Schedule 13G dated February 9, 2001.

(2)      This information is from Schedule 13G dated February 14, 2001.


ITEM 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company incorporates by reference any information appearing under the
heading "Certain Relationships and Related Transactions" included in the
Company's Proxy Statement.


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   71

                                     PART IV


ITEM 14, EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

FINANCIAL STATEMENTS

The following are included in Item 8.

Report of Independent Accountants
Consolidated Balance Sheet, February 3, 2001 and January 29, 2000
Consolidated Earnings, each of the three fiscal years ended 2001, 2000 and 1999
Consolidated Cash Flows, each of the three fiscal years ended 2001, 2000
and 1999
Consolidated Shareholders' Equity, each of the three fiscal years ended 2001,
2000 and 1999
Notes to Consolidated Financial Statements

FINANCIAL STATEMENT SCHEDULES

II    -Reserves, each of the three fiscal years ended 2001, 2000 and 1999

All other schedules are omitted because the required information is either not
applicable or is presented in the financial statements or related notes. These
schedules begin on page 76.

EXHIBITS
--------

            
(3)      a.       By-laws of Genesco Inc. Incorporated by reference to Exhibit
                  (3)a to the Company's Annual Report on Form 10-K for the
                  fiscal year ended January 31, 1995.
         b.       Restated Charter of Genesco Inc. Incorporated by reference to
                  Exhibit (3)b to the Company's Annual Report on Form 10-K for
                  the fiscal year ended January 31, 1993. Amendment to Restated
                  Charter of Genesco Inc. dated as of June 17, 1998.
                  Incorporated by reference to Exhibit (3)b to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended August 1,
                  1998.
(4)      Indenture dated as of April 9, 1998 between the Company and United
         States Trust Company of New York relating to 5 1/2% Convertible
         Subordinated Notes due 2005. Incorporated by reference to Registration
         Statement on Form S-3 filed November 9, 1998 (File No. 333-58541).
(10)     a.       Form of Split-Dollar Insurance Agreement with Executive
                  Officers. Incorporated by reference to Exhibit (10)a to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  February 1, 1997.
         b.       Form of Officers and Key Executives Change-in-Control
                  Employment Agreement. Incorporated by reference to Exhibit
                  (10)d to the Company's Annual Report on Form 10-K for the
                  fiscal year ended January 31, 1993.



                                       71
   72

            
         c.       1987 Stock Option Plan and Form of Stock Option Agreement.
                  Incorporated by reference to Exhibit (10)e to the Company's
                  Annual Report on Form 10-K for the fiscal year ended January
                  31, 1993.
         d.       1996 Stock Incentive Plan. Incorporated by reference to
                  Registration Statement on Form S-8 filed July 19, 1996 (File
                  No. 33-08463).
         e.       2001 EVA Incentive Compensation Plan. Incorporated by
                  reference to Exhibit (10)f to the Company's Annual Report on
                  Form 10-K for the fiscal year ended January 29, 2000.
         f.       2002 EVA Incentive Compensation Plan.
         g.       Form of Indemnification Agreement For Directors. Incorporated
                  by reference to Exhibit (10)m to the Company's Annual Report
                  on Form 10-K for the fiscal year ended January 31, 1993.
         h.       Modified and Restated Loan Agreement dated as of September 24,
                  1997 among the Company and Bank One, N.A. and Bank of America,
                  N.A. Incorporated by reference to Exhibit (10)l to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  November 1, 1997. First Amendment to Modified and Restated
                  Loan Agreement dated as of January 30, 1998 and Second
                  Amendment to Modified and Restated Loan Agreement dated as of
                  March 31, 1998. Incorporated by reference to Exhibit (10)i to
                  the Company's Annual Report on Form 10-K for the fiscal year
                  ended January 31, 1998. Third Amendment to Modified and
                  Restated Loan Agreement dated as of August 1, 1998 and Fourth
                  Amendment to Modified and Restated Loan Agreement dated as of
                  December 11, 1998. Incorporated by reference to Exhibit (10)i
                  to the Company's Annual Report on Form 10-K for the fiscal
                  year ended January 30, 1999. Fifth Amendment to Modified and
                  Restated Loan Agreement dated as of November 5, 1999.
                  Incorporated by reference to Exhibit (10)h to the Company's
                  Annual Report on Form 10-K for the fiscal year ended January
                  29, 2000. Sixth Amendment to Modified and Restated Loan
                  Agreement dated as of October 4, 2000. Incorporated by
                  reference to Exhibit (10)h to the Company's Quarterly Report
                  on Form 10-Q for the quarter ended October 28, 2000.
         i.       Supplemental Pension Agreement dated as of October 18, 1988
                  between the Company and William S. Wire II, as amended January
                  9, 1993. Incorporated by reference to Exhibit (10)p to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  January 31, 1993.
         j.       Deferred Compensation Trust Agreement dated as of February 27,
                  1991 between the Company and NationsBank of Tennessee for the
                  benefit of William S. Wire, II, as amended January 9, 1993.
                  Incorporated by reference to Exhibit (10)q to the Company's
                  Annual Report on Form 10-K for the fiscal year ended January
                  31, 1993.


                                       72
   73


            
         k.       Shareholder Rights Agreement dated as of August 8, 1990
                  between the Company and Chicago Trust Company of New York.
                  First Amendment to the Rights Agreement dated as of August 8,
                  1990. Incorporated by reference to Registration Statement on
                  Form 8-A filed August 15, 1990 (File No. 1-3083). Second
                  Amendment to the Rights Agreement dated as of March 24, 1998.
                  Incorporated by reference to Registration Statement on Form
                  8-A filed March 25, 1998 (File No. 1-3083). Third Amendment to
                  the Rights Agreement dated as of November 9, 1998.
                  Incorporated by reference to Registration Statement on Form
                  8-K filed November 19, 1998 (File No. 1-3083). Amended and
                  Restated Shareholders Rights Agreement dated as of August 28,
                  2000. Incorporated by reference to Registration Statement on
                  Form 8-K filed August 30, 2000 (File No. 1-3083).

         l.       Form of Employment Protection Agreement between the Company
                  and certain executive officers dated as of February 26, 1997.
                  Incorporated by reference to Exhibit (10)p to the Company's
                  Annual Report on Form 10-K for the fiscal year ended February
                  1, 1997.

(21)     Subsidiaries of the Company.

(23)     Consent of Independent Accountants included on page 74.

(24)     Power of Attorney

(99)     Financial Statements and Report of Independent Accountants with respect
         to the Genesco Employee Stock Purchase Plan being filed herein in lieu
         of filing Form 11-K pursuant to Rule 15d-21.


Exhibits (10)a through (10)f and (10)k are Management Contracts or Compensatory
Plans or Arrangements required to be filed as Exhibits to this Form 10-K.

---------------


A copy of any of the above described exhibits will be furnished to the
shareholders upon written request, addressed to Director, Corporate Relations,
Genesco Inc., Genesco Park, Room 498, P.O. Box 731, Nashville, Tennessee
37202-0731, accompanied by a check in the amount of $15.00 payable to Genesco
Inc.

REPORTS ON FORM 8-K

The Company filed current reports on Form 8-K on January 4, 2001, January 30,
2001, February 21, 2001 and March 1, 2001 disclosing Regulation FD disclosures.


                                       73
   74







                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Nos. 33-15835, 33-30828, 33-35329, 33-50248, 33-62653 and
33-08463) of Genesco Inc. of our report dated February 27, 2001 relating to the
consolidated financial statements and consolidated financial statement schedule,
which appears in this Form 10-K. We also consent to the incorporation by
reference in the Registration Statement on Form S-8 (No. 33-62653) of Genesco
Inc. of our report dated April 6, 2001 relating to the February 3, 2001
financial statements of the Genesco Employee Stock Purchase Plan, which appears
in an exhibit to this Form 10-K.




/s/PricewaterhouseCoopers LLP
Nashville, Tennessee
May 4, 2001


                                       74
   75


                                   SIGNATURES


     Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                           GENESCO INC.

                                           By: /s/James S. Gulmi
                                               --------------------------------
                                               James S. Gulmi
                                               Senior Vice President - Finance

Date:  May 4, 2001

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the fourth day of May, 2001.



                                                        
/s/Ben T. Harris                                           Chairman and Chief Executive Officer
-----------------------------------------------------      and a Director
Ben T. Harris


/s/Hal N. Pennington                                       President and Chief Operating Officer
-----------------------------------------------------      and a Director
Hal N. Pennington


/s/James S. Gulmi                                          Senior Vice President - Finance
-----------------------------------------------------      (Principal Financial Officer)
James S. Gulmi


/s/Paul D. Williams
-----------------------------------------------------      Chief Accounting Officer
Paul D. Williams


Directors:


Leonard L. Berry*                                          Kathleen Mason*

Robert V. Dale*                                            William A. Williamson, Jr.*

W. Lipscomb Davis, Jr.*                                    William S. Wire, II*

Joel C. Gordon*                                            Gary M. Witkin*




*By /s/Roger G. Sisson
    --------------------------------
    Roger G. Sisson
    Attorney-In-Fact


                                       75
   76



                                 GENESCO INC.

                                 AND CONSOLIDATED SUBSIDIARIES


                                 Financial Statement Schedule


                                 February 3, 2001





                                       76
   77
                                                                      SCHEDULE 2

                                  GENESCO INC.
                                  AND CONSOLIDATED SUBSIDIARIES
                                  Reserves



---------------------------------------------------------------------------------------------------------------
YEAR ENDED FEBRUARY 3, 2001
---------------------------------------------------------------------------------------------------------------
                                                                       ADDITIONS
                                                        ------------------------
                                                          CHARGED        CHARGED
                                        BEGINNING       TO PROFIT       TO OTHER       INCREASES         ENDING
IN THOUSANDS                              BALANCE        AND LOSS       ACCOUNTS     (DECREASES)        BALANCE
---------------------------------------------------------------------------------------------------------------
                                                                                         
Reserves deducted from assets in
   the balance sheet:
Allowance for bad debts                 $     926             477            -0-(1)          (97)(2)    $ 1,306
Allowance for cash discounts                  -0-             -0-            -0-             -0- (3)        -0-
Allowance for sales returns                   935             -0-            -0-             241 (4)      1,176
Allowance for customer deductions             831             -0-            -0-             105 (5)        936
Allowance for co-op advertising               495             -0-            -0-             (10)(6)        485
---------------------------------------------------------------------------------------------------------------
TOTALS                                   $  3,187             477            -0-             239        $ 3,903
===============================================================================================================



YEAR ENDED JANUARY 29, 2000
---------------------------------------------------------------------------------------------------------------
                                                                       ADDITIONS
                                                        ------------------------
                                                          CHARGED        CHARGED
                                        BEGINNING       TO PROFIT       TO OTHER       INCREASES         ENDING
IN THOUSANDS                              BALANCE        AND LOSS       ACCOUNTS     (DECREASES)        BALANCE
---------------------------------------------------------------------------------------------------------------
                                                                                         
Reserves deducted from assets in
   the balance sheet:
Allowance for bad debts                  $  1,075             247            -0-(1)         (396)(2)   $    926
Allowance for cash discounts                  -0-             -0-            -0-             -0- (3)        -0-
Allowance for sales returns                   292             -0-            -0-             643 (4)        935
Allowance for customer deductions             511             -0-            -0-             320 (5)        831
Allowance for co-op advertising               400             -0-            -0-              95 (6)        495
---------------------------------------------------------------------------------------------------------------
TOTALS                                   $  2,278             247            -0-             662        $ 3,187
===============================================================================================================



YEAR ENDED JANUARY 30, 1999
---------------------------------------------------------------------------------------------------------------
                                                                       ADDITIONS
                                                        ------------------------
                                                          CHARGED        CHARGED
                                        BEGINNING       TO PROFIT       TO OTHER       INCREASES         ENDING
IN THOUSANDS                              BALANCE        AND LOSS       ACCOUNTS     (DECREASES)        BALANCE
---------------------------------------------------------------------------------------------------------------
                                                                                         
Reserves deducted from assets in
   the balance sheet:
Allowance for bad debts                  $    988           1,028             15(1)         (956)(2)    $ 1,075
Allowance for cash discounts                    2             -0-            -0-              (2)(3)        -0-
Allowance for sales returns                   365             -0-            -0-             (73)(4)        292
Allowance for customer deductions           1,006             -0-            -0-            (495)(5)        511
Allowance for co-op advertising               389             -0-            -0-              11 (6)        400
---------------------------------------------------------------------------------------------------------------
TOTALS                                    $ 2,750           1,028             15          (1,515)       $ 2,278
===============================================================================================================


Note:      Most subsidiaries and branches charge credit and collection expense
           directly to profit and loss. Adding such charges of $20,000 in 2001,
           $32,000 in 2000 and $74,000 in 1999 to the addition above, the total
           bad debt expense amounted to $497,000 in 2001, $279,000 in 2000 and
           $1,102,000 in 1999.

(1)      Bad debt recoveries.
(2)      Bad debt charged to reserve and transfers to operations to be divested.
(3)      Adjustment of allowance for estimated discounts to be allowed
         subsequent to period end on receivables at same date and transfers to
         operations to be divested.
(4)      Adjustment of allowance for sales returns to be allowed subsequent to
         period end on receivables at same date and transfers to operations to
         be divested.
(5)      Adjustment of allowance for customer deductions to be allowed
         subsequent to period end on receivables at same date and transfers to
         operations to be divested.
(6)      Adjustment of allowance for estimated co-op advertising to be allowed
         subsequent to period end on receivables at same date and transfers to
         operations to be divested.

See Note 3 to the Consolidated Financial Statements included in Item 8.

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